Category: Taxation

MIL-OSI: TeraWulf Reports Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

Announced strategic expansion into AI-driven HPC hosting with long-term data center leases expected to generate $1 billion in cumulative revenue over initial 10-year contract terms

Annual revenue and non-GAAP adjusted EBITDA increase 102% and 89% year-over-year, respectively

Expanded self-mining operating capacity by 94% year-over-year to 9.7 EH/s as compared to 5.0 EH/s in 2023

Strengthened the Balance Sheet with cash and bitcoin holdings of $275 million as of December 31, 2024

Proactively repaid legacy term loan debt ahead of schedule and financed HPC hosting growth with new 2.75% convertible notes issuance due 2030

Authorized $200 million share repurchase program and executed over $150 million of repurchases equivalent to over 24 million shares of Common Stock to date

EASTON, Md., Feb. 28, 2025 (GLOBE NEWSWIRE) — TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and operates vertically integrated, next-generation digital infrastructure primarily powered by zero-carbon energy, today announced its financial results for the fourth quarter and full year ended December 31, 2024.

Management Commentary

“In 2024, TeraWulf achieved significant financial and operational milestones, further solidifying our leadership in sustainable digital infrastructure,” said Paul Prager, Chief Executive Officer of TeraWulf. “We expanded our self-mining capacity to 9.7 EH/s, secured long-term data center lease agreements with a credit-worthy counterparty that are expected to generate significant recurring revenue, providing a stable foundation for long-term growth, and enhanced our financial flexibility through strategic asset monetization and capital raises. As the scarcity of digital infrastructure intensifies, we believe we are exceptionally well-positioned to scale our high-performance compute (HPC) hosting and colocation services by 100-150 MW annually.”

Patrick Fleury, Chief Financial Officer, added, “Our disciplined financial management was reflected in our $500 million oversubscribed convertible debt offering, which strengthened our liquidity and funded our initial expansion into HPC hosting. The $85 million sale of our 25% equity interest in Nautilus allowed us to monetize an asset with a declining value at peak pricing and reinvest in Lake Mariner’s HPC hosting capabilities. Demonstrating confidence in our long-term growth, we also strategically repurchased over $150 million in shares in late 2024 and early 2025 while maintaining a strong liquidity position.”

Paul Prager concluded, “Looking ahead, our focus is on executing the 72.5 MW of HPC hosting capacity set for delivery in 2025. With strong demand for AI-driven compute infrastructure, we see a significant opportunity to leverage our low-cost, predominantly zero-carbon energy infrastructure platform to meet this growing need. TeraWulf sits at the convergence of bitcoin mining and HPC hosting, reinforcing our role as a leader in next-generation digital infrastructure.”

Full Year 2024 Operational and Financial Highlights

Key financial and operational highlights for the fiscal year ended December 31, 2024 include:

Revenue increased 102% to $140.1 million in 2024, as compared to $69.2 million in fiscal 2023, driven by increased bitcoin production and higher average realized bitcoin prices during the period.
Cost of revenue, exclusive of depreciation, increased 129% to $62.6 million in 2024, as compared to $27.3 million in fiscal 2023, driven by increased bitcoin mining capacity due to infrastructure constructed and placed in service during 2024, a near doubling of network difficulty and the impacts of the bitcoin halving in April 2024, and, to a lesser extent, an increase in realized power prices during 2024 as compared to 2023.
Non-GAAP adjusted EBITDA increased by $28.5 million to $60.4 million in 2024, as compared to $31.9 million in fiscal 2023.
Reported cash and cash equivalents of $274.1 million as of December 31, 2024, as compared to $54.4 million at fiscal year-end 2023.
The Company’s legacy term loan debt was eliminated in 2024, as compared to $139.4 million at fiscal year-end 2023, significantly improving strategic and financial flexibility.

Expansion into HPC Hosting

In 2024, TeraWulf expanded into the rapidly growing digital infrastructure market with a focus on AI and HPC hosting, backed by long-term customer agreements.

A pivotal milestone in this expansion was achieved on December 23, 2024, when TeraWulf signed long-term data center lease agreements with Core42, securing 72.5 MW of hosting capacity at Lake Mariner for GPU cloud compute workloads. These lease agreements are expected to commence at various dates in 2025 and include an option to expand by an additional 135 MW.

To support this diversification of its business, the Company has upgraded its digital infrastructure at Lake Mariner, incorporating advanced liquid cooling systems and Tier 3 redundancy to optimize high-density compute workloads. This cutting-edge infrastructure further strengthens TeraWulf’s ability to attract hyperscale and enterprise customers.

Fiscal Year 2024 Financial Results

Revenue for the year ended December 31, 2024 increased 102% to $140.1 million compared to $69.2 million in fiscal 2023. The increase in revenue is primarily attributable to a 129% increase in the average price of bitcoin year-over-year. The Company increased its mining capacity at Lake Mariner to 195 MW as of December 31, 2024, as compared to 110 MW as of December 31, 2023. Despite industry-wide headwinds from the April 2024 halving and network hashrate increases, TeraWulf maintained strong mining margins, leveraging its low-cost, predominantly zero-carbon infrastructure.

Cost of revenue, exclusive of depreciation, increased 129% to $62.6 million compared to $27.3 million in fiscal 2023. These increases were driven by increased bitcoin mining capacity due to infrastructure constructed and placed in service during 2024, the impacts of the bitcoin halving in April 2024 and, to a lesser extent, an increase in realized power prices during 2024 as compared to 2023.

Non-GAAP adjusted EBITDA for the year ended December 31, 2024 was $60.4 million, as compared to $31.9 million for the year ended December 31, 2023.

Liquidity and Capital Resources

As of December 31, 2024, the Company held $274.5 million in cash and cash equivalents and bitcoin on its balance sheet. As of the same period, the Company had outstanding indebtedness of approximately $500 million related to the 2.75% convertible senior notes due 2030. As of February 26, 2025, TeraWulf had 383,137,722 common shares outstanding.

Investor Conference Call and Webcast

As previously announced, TeraWulf will host its fourth quarter and full year 2024 earnings call and business update for investors today, Friday, February 28, 2025, commencing at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time). Prepared remarks will be followed by a question-and-answer session with management.

The conference call will be broadcast live and will be available for replay via “Events & Presentations” under the “Investors” section of the Company’s website at https://investors.terawulf.com/events-and-presentations/.

About TeraWulf

TeraWulf develops, owns, and operates environmentally sustainable, next-generation data center infrastructure in the United States, specifically designed for bitcoin mining and hosting HPC workloads. Led by a team of seasoned energy entrepreneurs, the Company owns and operates the Lake Mariner facility situated on the expansive site of a now retired coal plant in Western New York. Currently, TeraWulf generates revenue primarily through bitcoin mining, leveraging predominantly zero-carbon energy sources, including hydroelectric and nuclear power. Committed to environmental, social, and governance (ESG) principles that align with its business objectives, TeraWulf aims to deliver industry-leading economics in mining and data center operations at an industrial scale.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “seek,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “strategy,” “opportunity,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) the ability to mine bitcoin profitably; (2) our ability to attract additional customers to lease our HPC data centers; (3) our ability to perform under our existing data center lease agreements (4) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates; (5) the ability to implement certain business objectives, including its bitcoin mining and HPC data center development, and to timely and cost-effectively execute related projects; (6) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to expansion or existing operations; (7) adverse geopolitical or economic conditions, including a high inflationary environment, the implementation of new tariffs and more restrictive trade regulations; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability and cost of power as well as electrical infrastructure equipment necessary to maintain and grow the business and operations of TeraWulf; and (10) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.

Non-GAAP Measures

We have not provided reconciliations of preliminary and projected Adjusted EBITDA to the most comparable GAAP measure of net income/(loss). Providing net income/(loss) is potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income/(loss), including but not limited to asset impairments and income tax valuation adjustments. Reconciliations of this non-GAAP measure with the most comparable GAAP measure for historical periods is indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance. Please reference the “Non-GAAP financial information” accompanying our quarterly earnings conference call presentations on our website at www.terawulf.com/investors for our GAAP results and the reconciliations of these measures, where used, to the comparable GAAP measures.

Investors:
Investors@terawulf.com

Media:
media@terawulf.com

CONSOLIDATED BALANCE SHEETS
AS OF December 31, 2024 AND 2023
(In thousands, except number of shares, per share amounts and par value)

	December 31, 2024			December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	274,065		$	54,439
Digital currency		476			1,801
Prepaid expenses		2,493			4,540
Other receivables		3,799			1,001
Other current assets		598			806
Total current assets		281,431			62,587
Equity in net assets of investee		—			98,613
Property, plant and equipment, net		411,869			205,284
Operating lease right-of-use asset		85,898			10,943
Finance lease right-of-use asset		7,285			—
Other assets		1,028			679
TOTAL ASSETS		787,511			378,106

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		24,382			15,169
Accrued construction liabilities		16,520			1,526
Accrued compensation		4,552			4,413
Other accrued liabilities		4,973			4,766
Share based liabilities due to related party		—			2,500
Other amounts due to related parties		1,391			972
Current portion of operating lease liability		25			48
Current portion of finance lease liability		2			—
Insurance premium financing payable		—			1,803
Current portion of long-term debt		—			123,465
Total current liabilities		51,845			154,662
Operating lease liability, net of current portion		3,427			899
Finance lease liability, net of current portion		292			—
Long-term debt		—			56
Convertible notes		487,502			—
TOTAL LIABILITIES		543,066			155,617

Commitments and Contingencies (See Note 12)

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value, 100,000,000 authorized at December 31, 2024 and 2023; 9,566 shares issued and outstanding at December 31, 2024 and 2023; aggregate liquidation preference of $12,609 and $11,423 at December 31, 2024 and 2023, respectively.		9,273			9,273
Common stock, $0.001 par value, 600,000,000 and 400,000,000 authorized at December 31, 2024 and 2023, respectively; 404,223,028 and 276,733,329 issued and outstanding at December 31, 2024 and 2023, respectively.		404			277
Additional paid-in capital		685,261			472,834
Treasury Stock at cost, 18,568,750 and 0 at December 31, 2024 and 2023, respectively		(118,217	)		—
Accumulated deficit		(332,276	)		(259,895	)
Total stockholders’ equity		244,445			222,489
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	787,511		$	378,106

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED December 31, 2024, 2023 AND 2022
(In thousands, except number of shares and loss per common share)

	Year Ended December 31,
		2024			2023			2022
Revenue	$	140,051		$	69,229		$	15,033

Costs and expenses:
Cost of revenue (exclusive of depreciation shown below)		62,608			27,315			11,083
Operating expenses		3,387			2,116			2,038
Operating expenses — related party		4,262			2,773			1,248
Selling, general and administrative expenses		57,883			23,693			22,770
Selling, general and administrative expenses — related party		12,695			13,325			13,280
Depreciation		59,808			28,350			6,667
Gain on fair value of digital currency, net		(2,200	)		—			—
Realized gain on sale of digital currency		—			(3,174	)		(569	)
Impairment of digital currency		—			3,043			1,457
Loss on disposals of property, plant, and equipment, net		17,824			1,209			—
Loss on nonmonetary miner exchange		—			—			804
Total costs and expenses		216,267			98,650			58,778

Operating loss		(76,216	)		(29,421	)		(43,745	)
Interest expense		(19,794	)		(34,812	)		(24,679	)
Loss on extinguishment of debt		(6,300	)		—			(2,054	)
Other income		3,927			231			—
Loss before income tax and equity in net income (loss) of investee		(98,383	)		(64,002	)		(70,478	)
Income tax benefit		—			—			256
Equity in net income (loss) of investee, net of tax		3,363			(9,290	)		(15,712	)
Gain on sale of equity interest in investee		22,602			—			—
Loss from continuing operations		(72,418	)		(73,292	)		(85,934	)
Loss from discontinued operations, net of tax		—			(129	)		(4,857	)
Net loss	$	(72,418	)	$	(73,421	)	$	(90,791	)

Loss per common share:
Continuing operations	$	(0.21	)	$	(0.35	)	$	(0.78	)
Discontinued operations		—			—			(0.04	)
Basic and diluted	$	(0.21	)	$	(0.35	)	$	(0.82	)

Weighted average common shares outstanding:
Basic and diluted		351,315,476			209,956,392			110,638,792

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED December 31, 2024, 2023 AND 2022
(In thousands)

	Year Ended December 31,
		2024			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(72,418	)	$	(73,421	)	$	(90,791	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of debt issuance costs, commitment fees and accretion of debt discount		11,382			19,515			11,676
Related party expense to be settled with respect to common stock		—			2,917			2,083
Common stock issued for interest expense		—			26			82
Stock-based compensation expense		30,927			5,859			1,568
Depreciation		59,808			28,350			6,667
Amortization of right-of-use asset		1,373			1,001			303
Revenue recognized from digital currency mining and hosting services		(139,278	)		(63,877	)		(10,810	)
Gain on fair value of digital currency, net		(2,200	)		—			—
Realized gain on sale of digital currency		—			(3,174	)		(569	)
Impairment of digital currency		—			3,043			1,457
Proceeds from sale of digital currency		97,559			83,902			9,739
Digital currency paid as consideration for services		370			—			—
Loss on disposals of property, plant, and equipment, net		17,824			1,209			—
Loss on nonmonetary miner exchange		—			—			804
Loss on extinguishment of debt		6,300			—			2,054
Deferred income tax benefit		—			—			(256	)
Equity in net loss of investee, net of tax		(3,363	)		9,290			15,712
Gain on sale of equity interest in investee		(22,602	)		—			—
Loss from discontinued operations, net of tax		—			129			4,857
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		2,047			555			(3,601	)
Decrease in amounts due from related parties		—			—			815
Increase in other receivables		(2,774	)		(1,001	)		—
Decrease (increase) in other current assets		288			(215	)		(46	)
(Increase) decrease in other assets		(466	)		310			(994	)
Increase (decrease) increase in accounts payable		740			(7,272	)		10,197
Increase (decrease) in accrued compensation and other accrued liabilities		694			(931	)		5,916
Increase (decrease) increase in other amounts due to related parties		480			(2,013	)		700
(Decrease) increase in operating lease liability		(11,113	)		(42	)		175
Net cash (used in) provided by operating activities from continuing operations		(24,422	)		4,160			(32,262	)
Net cash (used in) provided by operating activities from discontinued operations		—			103			(1,804	)
Net cash (used in) provided by operating activities		(24,422	)		4,263			(34,066	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in joint venture, including direct payments made on behalf of joint venture		—			(2,845	)		(46,172	)
Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner		—			—			(11,741	)
Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner		—			—			11,716
Proceeds from sale of equity interest in investee		86,086			—			—
Purchase of and deposits on plant and equipment		(267,940	)		(75,168	)		(61,116	)
Proceeds from sales of property, plant and equipment		23,324			—			—
Proceeds from sale of net assets held for sale		—			—			13,266
Proceeds from sale of digital currency		67,371			—			—
Net cash used in investing activities		(91,159	)		(78,013	)		(94,047	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of issuance costs paid of $0, $0 and $38		—			—			22,462
Principal payments on long-term debt		(139,401	)		(6,599	)		—
Payments of prepayment fees associated with early extinguishment of long-term debt		(1,261	)		—			—
Principal payments on finance lease		(941	)		—			—
Proceeds from insurance premium and property, plant and equipment financing		211			2,513			7,041
Principal payments on insurance premium and property, plant and equipment financing		(2,103	)		(2,738	)		(4,924	)
Proceeds from issuance of promissory notes to stockholders		—			—			3,416
Proceeds from issuance of common stock, net of issuance costs paid of $663, $1,051 and $142		188,715			135,917			47,326
Proceeds from exercise of warrants		4,808			2,500			5,700
Purchase of capped call		(60,000	)		—			—
Purchase of treasury stock		(118,217	)		—			—
Payments of tax withholding related to net share settlements of stock-based compensation awards		(23,654	)		(2,013	)		—
Proceeds from issuance of preferred stock		—			—			9,566
Proceeds from issuance of convertible notes, net of issuance costs paid of $12,950, $0, and $0		487,050			—			—
Proceeds from issuance of convertible promissory note		—			1,250			14,700
Principal payments on convertible promissory note		—			—			(15,306	)
Payment of contingent value rights liability related to proceeds from sale of net assets held for sale		—			(10,964	)		—
Net cash provided by financing activities		335,207			119,866			89,981

Net change in cash, cash equivalents and restricted cash		219,626			46,116			(38,132	)
Cash, cash equivalents and restricted cash at beginning of year		54,439			8,323			46,455
Cash, cash equivalents and restricted cash at end of year	$	274,065		$	54,439		$	8,323

Cash paid during the year for:
Interest	$	6,957		$	19,572		$	13,989
Income taxes	$	—		$	—		$	—

Non-GAAP Measure

The Company presents Adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company defines non-GAAP “Adjusted EBITDA” as net loss adjusted for: (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset and related party expense to be settled with respect to common stock, all of which are non-cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) one-time, non-recurring transaction-based compensation expense related to the 2030 Convertible Notes (iv) equity in net income (loss) of investee, net of tax, related to Nautilus and the gain on sale of interest in Nautilus; (v) other income which is related to interest income or income for which management believes is not reflective of the Company’s ongoing operating activities; (vi) loss on extinguishment of debt and net losses on disposals of property, plant and equipment, net, which are not reflective of the Company’s general business performance and (vii) losses from discontinued operations, net of tax, which is not be applicable to the Company’s future business activities. The Company’s Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net income (loss) of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.

Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company’s core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management’s internal use of non-GAAP Adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue.

The Company’s Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company’s Adjusted EBITDA is not a measurement of financial performance under U.S. GAAP and should not be considered as an alternative to operating loss or any other measure of performance derived in accordance with U.S. GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by U.S. GAAP financial results. Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP.

The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable U.S. GAAP measure (i.e., net loss) for the periods indicated (in thousands):

	Year Ended December 31,
		2024			2023
Net loss	$	(72,418	)	$	(73,421	)
Adjustments to reconcile net loss to non-GAAP Adjusted EBITDA:
Loss from discontinued operations, net of tax		—			129
Gain on sale of equity interest in investee		(22,602	)		—
Equity in net (income) loss of investee, net of tax, related to Nautilus		(3,363	)		9,290
Distributions from investee, related to Nautilus		22,776			21,949
Income tax benefit		—			—
Other income		(3,927	)		(231	)
Loss on extinguishment of debt		6,300			—
Interest expense		19,794			34,812
Loss on disposals of property, plant, and equipment, net		17,824			1,209
Depreciation		59,808			28,350
Amortization of right-of-use asset		1,373			1,001
Stock-based compensation expense		30,927			5,859
Transaction-based compensation expense		3,885			—
Related party expense to be settled with respect to common stock		—			2,917
Non-GAAP adjusted EBITDA	$	60,377		$	31,864

MIL-OSI: AGF Investments Announces Proposed Fund and ETF Terminations

Source: GlobeNewswire (MIL-OSI)

TORONTO, Feb. 28, 2025 (GLOBE NEWSWIRE) —

ETF Terminations

AGF Investments Inc. (AGF Investments) today announced the proposed termination of AGF Systematic Global Multi-Sector Bond ETF (ticker: QGB), AGF Systematic International Equity ETF (ticker: QIE) and AGF Systematic US Equity ETF (ticker: QUS) (each an “AGF Investments ETF” and collectively, the “AGF Investments ETFs”) effective at the close of business on or about April 29, 2025 (the “ETF Termination Date”).

Accordingly, AGF Investments will also request to voluntarily de-list the units of the AGF Investments ETFs from Cboe Canada Inc. and the Toronto Stock Exchange (TSX) at the close of business on or about April 28, 2025 (the “Delisting Date”), with all units still held by securityholders being subject to a mandatory redemption as of the ETF Termination Date.

Securityholders of the AGF Investments ETFs will be able to sell their units through the facilities of the applicable stock exchanges until the Delisting Date. Effective as of the close of business on February 28, 2025, no further direct subscriptions (i.e. primary market creations of new ETF units) for units of the AGF Investments ETFs will generally be accepted.

Any remaining securityholders of an AGF Investments ETF as at the ETF Termination Date will receive the net proceeds from the liquidation of the assets of the AGF Investments ETF, less all liabilities and all expenses incurred in connection with the dissolution of the AGF Investments ETF, on a pro rata basis.

AGF Investments will issue an additional press release on or about the ETF Termination Date confirming final details of the terminations, including final distributions, if any.

As a result of the proposed terminations, AGF Investments is also announcing today ad hoc distributions for AGF Systematic Global Multi-Sector Bond ETF (ticker: QGB), AGF Systematic International Equity ETF (ticker: QIE) and AGF Systematic US Equity ETF (ticker: QUS), which usually pay quarterly/annual distributions. Unitholders of record on March 7, 2025 will receive cash distributions payable on March 13, 2025.

Please note: Additional ad hoc distributions will be announced on or about April 2.

Details regarding the final “per unit” distribution amounts are as follows:

ETF	Ticker	Exchange	Cash Distribution Per Unit ($)
AGF Systematic Global Multi-Sector Bond ETF	QGB	Cboe Canada Inc.	$0.149364
AGF Systematic International Equity ETF	QIE	Toronto Stock Exchange	$0.020788
AGF Systematic US Equity ETF	QUS	Toronto Stock Exchange	$0.069762

Further information about the AGF Investments ETFs can be found at AGF.com.

Mutual Fund Termination

AGF Investments is also today announcing the proposed termination of AGF Emerging Markets Bond Fund (the “Fund”) effective on or about April 29, 2025 (the “Fund Termination Date”).

Effective as of the close of business today, units of the Fund are no longer available for purchase and AGF Investments will stop accepting purchases and switches into the Fund, including systematic purchase and switch plans.

AGF Investments is waiving the management fee that is normally applicable to the Fund from the close of business on February 28, 2025 until the Fund Termination Date. Note that there may be distributions paid by the Fund prior to the termination.

Unitholders can transfer their investments into another AGF Fund or redeem their units prior to the Fund Termination Date.

Investors who remain holding units of the Fund in client-name registered plans will have their units transferred to the same series and purchase option of AGF Canadian Money Market Fund, effective on or about April 29, 2025. Investors who remain holding units of the Fund in client-name non-registered plans and/or any nominee/intermediary-held accounts (both registered and non-registered) will have their units redeemed on or about April 29, 2025, without any redemption fees or sales charges applied.

AGF Investments strongly encourages unitholders to consult with their financial advisor to discuss their individual circumstances, including possible tax consequences, and determine the solution that best meets their investment needs.

About AGF Management Limited

Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. Our companies deliver excellence in investing in the public and private markets through three business lines: AGF Investments, AGF Capital Partners and AGF Private Wealth.

AGF brings a disciplined approach, focused on incorporating sound, responsible and sustainable corporate practices. The firm’s collective investment expertise, driven by its fundamental, quantitative and private investing capabilities, extends globally to a wide range of clients, from financial advisors and their clients to high-net worth and institutional investors including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams on the ground in North America and Europe. With over $54 billion in total assets under management and fee-earning assets, AGF serves more than 815,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

About AGF Investments

AGF Investments is a group of wholly owned subsidiaries of AGF Management Limited, a Canadian reporting issuer. The subsidiaries included in AGF Investments are AGF Investments Inc. (AGFI), AGF Investments America Inc. (AGFA), AGF Investments LLC (AGFUS) and AGF International Advisors Company Limited (AGFIA). The term AGF Investments may refer to one or more of these subsidiaries or to all of them jointly. This term is used for convenience and does not precisely describe any of the separate companies, each of which manages its own affairs.

AGF Investments entities only provide investment advisory services or offers investment funds in the jurisdiction where such firm and/or product is registered or authorized to provide such services.

AGF Investments Inc. is a wholly-owned subsidiary of AGF Management Limited and conducts the management and advisory of mutual funds in Canada.

Disclaimer

ETFs are listed and traded on organized Canadian exchanges and may only be bought and sold through licensed dealers. Commissions, management fees and expenses all may be associated with investing in ETFs. Exchange-traded funds are not guaranteed, their values change frequently and past performance may not be repeated. Tax, investment and all other decisions should be made, as appropriate, only with guidance from a qualified professional. There is no guarantee that ETFs will achieve their stated objectives and there is risk involved in investing in the ETFs. Before investing you should read the prospectus or relevant ETF Facts and carefully consider, among other things, each ETF’s investment objectives, risks, charges and expenses. A copy of the prospectus and ETF Facts is available on AGF.com.

This information is not intended to provide legal, accounting, tax, investment, financial, or other advice, and should not be relied upon for providing such advice. Commissions, trailing commissions, management fees and expenses all may be associated with investment fund investments. Please read the prospectus before investing. Investment funds are not guaranteed, their values change frequently, and past performance may not be repeated.

Media Contact

Amanda Marchment
Director, Corporate Communications
416-865-4160
amanda.marchment@agf.com

MIL-OSI Asia-Pac: Inland Revenue (Amendment) (Tax Deductions for Assisted Reproductive Service Expenses) Ordinance 2025 takes effect upon gazettal

Source: Hong Kong Government special administrative region

The Government published in the Gazette today (February 28) the Inland Revenue (Amendment) (Tax Deductions for Assisted Reproductive Service Expenses) Ordinance 2025 (Amendment Ordinance) to amend the Inland Revenue Ordinance to introduce a tax deduction for assisted reproductive (AR) service expenses under salaries tax and personal assessment, with immediate effect. The relevant bill was passed in the Legislative Council on third reading on February 19 this year. The tax deduction is applicable to qualifying AR service expenses paid starting from the year of assessment 2024/25.

All AR services received for medical reasons are qualifying AR services for claiming the tax deduction, meaning the following two categories of persons are eligible to claim tax deduction for relevant expenses:

(i) infertile couples or persons under specified circumstances, including persons undergoing sex selection of embryos to avoid sex-linked genetic diseases, or single persons continuing to receive a procedure where gametes were, or an embryo was, placed in the body of a woman pursuant to the procedure when they were the parties to a marriage; and

(ii) cancer patients or any other patients who may be rendered infertile as a result of chemotherapy, radiotherapy, surgery, or other medical treatment.

Expenses paid by a taxpayer, by the taxpayer’s spouse (who is not living apart from the taxpayer), or by both of them for the qualifying AR services are allowable deductions for the taxpayer. The maximum amount of deduction allowable for a year of assessment is $100,000. For married taxpayers, the maximum amount of deduction allowable for both the taxpayer and the spouse is $100,000 in total.

The Inland Revenue Department may request the taxpayer to provide the Proof of Qualifying AR Service Expenses in support of the deduction claimed. The Government has published a standard form of the Proof, which is available on the website of the Council on Human Reproductive Technology (CHRT) (www.chrt.org.hk/english/publications/files/form_of_proof.pdf). For members of the public who have paid for the abovementioned qualifying AR service expenses on or after April 1 last year (regardless of whether such services were received in the current year of assessment), and intend to claim tax deductions for such expenses, they may now obtain the Proof retrospectively from centres holding an artificial insemination by husband licence, a treatment licence or a storage licence issued by the CHRT (licensed centres). The Proof should be signed by a registered medical practitioner who holds clinical responsibility for the relevant reproductive technology procedure, certifying the date and amount of qualifying AR service expenses paid by the taxpayers for their tax deduction claims.

Members of the public may visit the Inland Revenue Department’s website (www.ird.gov.hk/eng/tax/ars.htm) for more information on tax deductions for AR service expenses. Information on the licensed centres is available on the CHRT’s website (www.chrt.org.hk/english/licensed/licensed.html).

MIL OSI Asia Pacific News –

March 1, 2025
MIL-OSI USA: Cyclone Flurry in the Southern Hemisphere

Source: NASA

Two different oceans were crowded with tropical cyclones in late February 2025. In the South Pacific, three storms were active at one point—an occurrence that is rare but not unheard of. Simultaneously, a trio of cyclones roiled in the neighboring Indian Ocean.
Five tropical cyclones are visible in this false-color image, acquired on February 26 by the VIIRS (Visible Infrared Imaging Radiometer Suite) sensor on the NOAA-20 satellite. The image depicts infrared signals known as brightness temperature, which are useful for distinguishing cooler cloud structures (white and purple) from the warmer surface below (yellow and orange). The day before this image was acquired, a sixth storm, Tropical Cyclone Rae, was weakening east of the area shown here after bringing heavy rain to Fiji.
Cyclones Alfred and Seru lurked alongside Rae in the South Pacific. Seru lingered offshore of Australia, reaching Category 1 strength on the Saffir-Simpson wind scale for a short time. Alfred was also forecast to stay offshore, according to the Australian Bureau of Meteorology, but was expected to bring hazardous coastal conditions to southern Queensland. The storm was at Category 2 strength on the day of this image but would intensify to Category 4 on February 27.
Off Western Australia, Tropical Cyclone Bianca was on the tail end of its journey, having weakened to tropical storm status on February 26. The previous day, it had intensified to Category 3 but stayed far enough from land that mainland Australia and island communities were not expected to feel its effects.
Bianca’s Indian Ocean cohabitants, Honde and Garance, posed more hazards to land. The island nation of Mauritius, east of Madagascar, shut down its airport on February 26 as Garance approached, according to news reports. The storm would strengthen from Category 2 that day to Category 3 the next, with wind speeds of 190 kilometers (120 miles) per hour. Meanwhile, Honde skirted south of Madagascar as a Category 1 storm. Heavy rain, strong winds, and storm surge were forecast for central and southern Madagascar, Mauritius, and Réunion island.
Meteorologists noted that warm sea surface temperatures and weak wind shear conditions may have contributed to the proliferation of storms. A marine heat wave has lingered off of Western Australia since September 2024, and anomalously high sea surface temperatures warmed in the area in late February 2025. For the South Pacific, the Australian Bureau of Meteorology had predicted a higher-than-average likelihood of severe tropical cyclones this season due to expected warm ocean temperatures. Tropical cyclone season generally runs from November through April in the Southern Hemisphere.
NASA Earth Observatory image by Michala Garrison, using MODIS and VIIRS data from NASA EOSDIS LANCE and GIBS/Worldview and the Joint Polar Satellite System (JPSS). Story by Lindsey Doermann.

MIL OSI USA News –

March 1, 2025

MIL-OSI: Castellum, Inc. Announces 2024 Unaudited Financial Results

Source: GlobeNewswire (MIL-OSI)

VIENNA, Va., Feb. 28, 2025 (GLOBE NEWSWIRE) — Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “the Company”), a cybersecurity, electronic warfare, and software services company focused on the federal government, announces certain unaudited highlights of its operating results for its year ended December 31, 2024.

Revenue for 2024 was $44.8 million, down slightly from $45.2 million in 2023. Operating loss was ($7.2 million) versus ($16.7 million) in 2023, which included $6.9 million of non-cash charges for goodwill impairment.

Management uses a Non-GAAP measure, Adjusted EBITDA, as an important measure of the Company’s operating performance. Adjusted EBITDA was $0.8 million for 2024 and excludes non-cash charges, such as stock-based compensation expense of $5.4 million, and depreciation and amortization of $2.2 million, compared to $0.2 million for 2023. See the reconciliation to GAAP in the chart below.

Cash flow provided by operating activities for 2024 was $1.1 million versus ($2.3 million) in 2023.

Total cash as of December 31, 2024, was $12.3 million versus $1.8 million as of December 31, 2023. Debt as of December 31, 2024, was $10.7 million versus $12.4 million as of December 31, 2023.

Castellum’s fully audited financial results for the year ended December 31, 2024, are expected to be filed on or before March 15, 2025, on Form 10-K, available at www.sec.gov.

“I’m encouraged by the progress we made in 2024, particularly since I assumed the role of CEO this past July,” said Glen Ives, President and Chief Executive Officer of the Company. “While we produced solid revenue and gross profit in 2024, 2025 will be our year of growth as new contract wins and continued execution on our existing contracts should lead to strong year-over-year growth in revenue and adjusted EBITDA. Our decreased debt and dramatic increase in cash from our offerings, combined with our recent IDIQ wins have really positioned us well for 2025.”

About Castellum, Inc.:

Castellum, Inc. (NYSE-American: CTM) is a cybersecurity, electronic warfare, and software engineering services company focused on the federal government – http://castellumus.com.

Cautionary Statement Concerning Forward-Looking Statements:

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company’s expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “anticipate,” “shooting to,” “intend,” “plan,” “foresee,” “likely,” “will,” “would,” “appears,” “goal,” “target” or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth and new customer opportunities, improvements to cost structure, and profitability. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth and new customer opportunities, including opportunities arising from its contracts with NAVAIR and other customers, improvements to cost structure, and profitability. These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, among others: the Company’s ability to compete against new and existing competitors; its ability to effectively integrate and grow its acquired companies; its ability to identify additional acquisition targets and close additional acquisitions; the impact on the Company’s revenue due to a delay in the U.S. Congress approving a federal budget, operating under a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the imposition by the U.S. government of sequestration in the absence of an approved budget; the ability of the U.S. federal government to unilaterally cancel a contract with or without cause, and more specifically, the potential impact of the U.S. DOGE Service Temporary Organization on government spending and terminating contracts for convenience.. For a more detailed description of these and other risk factors, please refer to the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) which can be viewed at www.sec.gov. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. The Company expressly disclaims any intent or obligation to update any of the forward-looking statements made in this release or in any of its SEC filings except as may be otherwise stated by the Company.

Non-GAAP Financial Measures and Key Performance Metrics

This press release contains Non-GAAP Adjusted EBITDA, which is a Non-GAAP financial measure that is used by management to measure the Company’s operating performance. A reconciliation of this measure to the most directly comparable GAAP financial measure is contained herein. To the extent required, statements disclosing this measure’s definition, utility, and purpose are also set forth herein.

Definition:

Adjusted EBITDA is a Non-GAAP measure, calculated as the Company’s earnings before (not including expenses related to) interest, taxes, depreciation, and amortization, also adjusted for other non-cash items such as stock-based compensation, and other non-recurring, cash items, such as expenses for a one-time policy change.

Utility and Purpose:

The Company discloses Non-GAAP Adjusted EBITDA because this Non-GAAP measure is used by management to evaluate our business, measure its operating performance, and make strategic decisions. We believe Non-GAAP Adjusted EBITDA is useful for investors and others in understanding and evaluating our operating results in the same manner as its management. However, Non-GAAP Adjusted EBITDA is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for GAAP operating loss or any other operating performance measure calculated in accordance with GAAP. Using this Non-GAAP measure to analyze our business would have material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in our industry may report a measure titled Non-GAAP Adjusted EBITDA, this measure may be calculated differently from how we calculate this Non-GAAP financial measure, which reduces its overall usefulness as a comparative measure. Because of these inherent limitations, you should consider Non-GAAP Adjusted EBITDA alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP.

Castellum, Inc. Reconciliation of unaudited Non-GAAP Adjusted EBITDA to Operating Income/ (Loss) The Year Ended December 31, 2024, and 2023
		2024			2023
Revenues	$	44,764,852		$	45,243,812
Gross Profit		18,266,415			18,675,327
Loss from operations before other income (expense)		(7,244,627	)		(16,668,825	)

Add back:
Depreciation and amortization		2,220,185			2,528,815

Adjust for non-cash and one-time charges:
Stock based compensation		5,426,985			7,495,759
Goodwill Impairment		–			6,919,094
Change in FV of earnout		–			(92,000	)
Non-recurring charges		445,007			–
Total non-cash charges		5,871,992			14,322,853

Non-GAAP Adjusted EBITDA	$	847,550		$	182,843

Contact:
Glen Ives
President and Chief Executive Officer
Phone: (703) 752-6157
info@castellumus.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d022e960-9912-4701-8fdb-fcb3ed07050a

Click here to see Press Note in PDF format

MIL-OSI: SIMPPLE Ltd. Announces Transition of Chief Financial Officer

Source: GlobeNewswire (MIL-OSI)

Singapore, Feb. 28, 2025 (GLOBE NEWSWIRE) — SIMPPLE Ltd. (NASDAQ: SPPL) (“SIMPPLE” or “the Company”), a leading technology provider and innovator in the facilities management (FM) sector, today announced that Mr. Sovik Bromha has tendered his resignation as Chief Financial Officer (“CFO”) of the Company to pursue other business opportunities, effective April 14, 2025. Mr. Gary Goh has been appointed as SIMPPLE CFO, effective January 22, 2025, succeeding Sovik Bromha. Gary will oversee SIMPPLE’s financial operations, enterprise-wide optimization, and capital allocation activities, and will play a meaningful leadership role in guiding the Company’s strategy to support its long-term growth objectives and enhance shareholder value.

Mr. Goh is a finance and accounting industry leader in Singapore, with over 15 years of audit and assurance, accounting and financial advisory experience serving a wide range of industries, including technology, retail, maritime, construction and manufacturing sectors. Mr. Goh founded a public accounting firm, GYSG Group, in 2014 that provides professional services including audit and assurance, accounting, tax advisory-compliance, corporate secretarial, and corporate advisory services. On that note, GYSG had provided financial advisory and corporate secretarial services to SIMPPLE in 2022. Prior to that, he spent four years at KPMG as an Engagement Manager, where he contributed to audit and assurance projects for multi-national corporations, listed companies, and government-linked companies. Gary had graduated with a Bachelor of Mechanical Engineering from the National University of Singapore in 2008 and Bachelor of Applied Accounting from Oxford Brookes University in 2009. Aside from being a Chartered Accountant, he is also a Chartered Valuer and Appraiser (CVA), ISCA Financial Forensic Accounting, and Public Accountant.

In compliance with SEC and NASDAQ regulations, SIMPPLE has updated its governance framework, finance controls, and processes to maintain compliance with respect to engagements with GYSG.

“We are confident that Gary’s wealth of financial knowledge and keen sense of business and industry understanding will strengthen our Company’s financial operations and business strategies. Sovik and Gary will work closely together to ensure a smooth transition as we continue to build on the momentum we have already established in late-2024,” said SIMPPLE chief executive officer Norman Schroeder.

“I am excited to be part of this fast-growing journey at SIMPPLE. SIMPPLE is a great company on a meaningful mission, to revolutionize facilities management operations through advanced technologies. I am aligned with SIMPPLE’s leadership team and will continue to build on the good work the Company has achieved to enhance shareholder value.” Gary said.

Chairman of the Board and Executive Director, Kelvin Lee, added “All of us at SIMPPLE thank Sovik for his contribution as CFO. With Gary onboard, I am confident we are able to align our overall cost structure and setting SIMPPLE up for profitable growth.”

About SIMPPLE LTD.

Headquartered in Singapore, SIMPPLE LTD. is an advanced technology solution provider in the emerging PropTech space, focused on helping facilities owners and managers manage facilities autonomously. Founded in 2016, the Company has a strong foothold in the Singapore facilities management market, serving over 60 clients in both the public and private sectors and extending out of Singapore into Australia and the Middle East. The Company has developed its proprietary SIMPPLE Ecosystem, to create an automated workforce management tool for building maintenance, surveillance and cleaning comprised of a mix of software and hardware solutions such as robotics (both cleaning and security) and Internet-of-Things (“IoT”) devices.

For more information on SIMPPLE, please visit: https://www.simpple.ai/

Safe Harbor Statement

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.

Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

For investor and media queries, please contact:

SIMPPLE LTD.
Investor Relations Department
Email: ir@simpple.ai

Visit the Investor Relation Website: https://www.investor.simpple.ai/

Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Tel: (646) 893-5835
Email: info@skylineccg.com

The MIL Network –

March 1, 2025
MIL-OSI Asia-Pac: Monthly review of accounts of the Government of India upto January, 2025 (FY2024-25)

Source: Government of India

Posted On: 28 FEB 2025 4:47PM by PIB Delhi

The monthly account of the Government of India upto January, 2025, has been consolidated and reports published. The highlights are given below:-

The Government of India has received ₹24,00,412 crore (76.3% of corresponding RE 2024-25 of Total Receipts upto January, 2025 comprising ₹19,03,558 crore Tax Revenue (Net to Centre), ₹4,67,630 crore of Non-Tax Revenue and ₹29,224 crore of Non-Debt Capital Receipts. ₹10,74,179 crore has been transferred to State Governments as Devolution of Share of Taxes by Government of India upto this period which is ₹2,53,929 crore higher than the previous year.

Total Expenditure incurred by the Government of India is ₹35,69,954 crore (75.7% of corresponding RE 2024-25), out of which ₹28,12,595 crore is on Revenue Account and ₹7,57,359 crore is on Capital Account. Out of the Total Revenue Expenditure, ₹8,75,461 crore is on account of Interest Payments and ₹3,37,733 crore is on account of Major Subsidies.

****

NB/KMN

(Release ID: 2106950) Visitor Counter : 32

MIL OSI Asia Pacific News –

March 1, 2025

MIL-OSI Asia-Pac: SECOND ADVANCE ESTIMATES OF ANNUAL GROSS DOMESTIC PRODUCT FOR 2024-25, QUARTERLY ESTIMATES OF GROSS DOMESTIC PRODUCT FOR THE THIRD QUARTER (OCTOBER-DECEMBER) OF 2024-25 AND FIRST REVISED & FINAL ESTIMATES OF GROSS DOMESTIC PRODUCT, NATIONAL INCOME, CONSUMPTION EXPENDITURE, SAVING AND CAPITAL FORMATION FOR 2023-24 & 2022-23 RESPECTIVELY

Source: Government of India (2)

SECOND ADVANCE ESTIMATES OF ANNUAL GROSS DOMESTIC PRODUCT FOR 2024-25, QUARTERLY ESTIMATES OF GROSS DOMESTIC PRODUCT FOR THE THIRD QUARTER (OCTOBER-DECEMBER) OF 2024-25 AND FIRST REVISED & FINAL ESTIMATES OF GROSS DOMESTIC PRODUCT, NATIONAL INCOME, CONSUMPTION EXPENDITURE, SAVING AND CAPITAL FORMATION FOR 2023-24 & 2022-23 RESPECTIVELY

Real GDP Growth Rate of 9.2% for 2023-24 is the highest in the previous 12 years except for 2021-22

Growth Rate of Real GDP for 2024-25 is estimated as 6.5%

Real GDP has observed a Growth Rate of 6.2% in Q3 of FY 2024-25

Posted On: 28 FEB 2025 4:00PM by PIB Delhi

The National Statistics Office (NSO), Ministry of Statistics and Programme Implementation (MoSPI) is releasing in this Press Note the Second Advance Estimates (SAE) of Annual Gross Domestic Product (GDP) for Financial Year (FY) 2024-25; Quarterly Estimates of GDP for October-December Quarter (Q3) of FY 2024-25 along with its expenditure components and following Revised Estimates of GDP, National Income, Consumption Expenditure, Saving and Capital Formation:

a. First Revised Estimates (FRE) for the Financial year 2023-24;

b. Second Revised Estimates or Final Estimates (FE) for the Financial year 2022-23.

These estimates are released both at Constant (2011-12) and Current Prices, in accordance with the release calendar of National Accounts. Detailed Notes on: (i) Second Advance Estimates (SAE) of Annual Gross Domestic Product (GDP) of FY 2024-25, Quarterly Estimates of GDP for October-December Quarter (Q3) of FY 2024-25 and (ii) Abovementioned Revised Estimates for financial years 2023-24 and 2022-23 are given respectively in Part A and Part B of the Press Note.

Key Highlights:

1. Real GDP has been estimated to grow by 6.5% in FY 2024-25. Nominal GDP is expected to witness a growth rate of 9.9% in FY 2024-25. Both the growth rates are revised upward from their respective First Advance Estimates.

2. As per the First Revised Estimates, Real GDP has grown by 9.2% in the financial year 2023-24, which is highest in the previous 12 years except for the financial year 2021-22 (the post-covid year). This growth has been contributed by double-digit growth rates in ‘Manufacturing’ sector (12.3%), ‘Construction’ sector (10.4%) and ‘Financial, Real Estate & Professional Services’ sector (10.3%).

3. As per the Final Estimates, Real GDP has observed a growth rate of 7.6% in the financial year 2022-23, mainly contributed by double-digit growth rates in ‘Trade, Hotels, Transport, Communication & Services related to Broadcasting’ sector (12.3%), ‘Financial, Real Estate & Professional Services’ sector (10.8%) and ‘Electricity, Gas, Water Supply & Other Utility Services’ sector (10.8%).

4. Real GDP is estimated to grow by 6.2% in Q3 of FY 2024-25. Growth rate in Nominal GDP for Q3 of FY 2024-25 has been estimated at 9.9%.

5. The growth rate of Real GDP for Q2 of financial year 2024-25 has been revised upward to 5.6%.

6. ‘Construction’ sector is estimated to observe a growth rate of 8.6%, followed by ‘Financial, Real Estate & Professional Services’ sector (7.2%) and ‘Trade, Hotels, Transport, Communication & Services related to Broadcasting’ sector (6.4%) during 2024-25.

7. Private Final Consumption Expenditure (PFCE) is expected to register a good growth of 7.6% during 2024-25 as compared to 5.6% growth observed during 2023-24.

PART A

NOTE ON SECOND ADVANCE ESTIMATES OF ANNUAL GROSS DOMESTIC PRODUCT FOR 2024-25

QUARTERLY ESTIMATES OF GROSS DOMESTIC PRODUCT FOR THE THIRD QUARTER (OCT-DEC) OF 2024-25

The National Statistics Office (NSO), Ministry of Statistics and Programme Implementation (MoSPI) is releasing in this Press Note, the Second Advance Estimates (SAE) of Annual Gross Domestic Product (GDP) for the Financial Year (FY) 2024-25 and Quarterly Estimates of GDP for the Third quarter (October-December) of 2024-25 along with its expenditure components both at Constant (2011-12) and Current Prices. Annual, Quarterly as well as April-December estimates of Gross Value Added (GVA) at Basic Prices by kind of economic activity along with year on year percent changes, expenditure components of GDP and annual estimates of Gross/Net National Income and Per Capita Income for the Financial years 2022-23, 2023-24 and 2024-25 at Constant and Current Prices are given in Statements 1A to 12A of Annexure A.

I. Annual Estimates and Growth Rates

Real GDP or GDP at Constant Prices is estimated to attain a level of ₹187.95 lakh crore in the financial year 2024-25, against the First Revised Estimate of GDP for the year 2023-24 of ₹176.51 lakh crore. The growth rate in Real GDP during 2024-25 is estimated at 6.5% as compared to 9.2% in 2023-24. Nominal GDP or GDP at Current Prices is estimated to attain a level of ₹331.03 lakh crore in the year 2024-25, against ₹301.23 lakh crore in 2023-24, showing a growth rate of 9.9%.

Real GVA is estimated at ₹171.80 lakh crore in the year 2024-25, against the FRE for the year 2023-24 of ₹161.51 lakh crore, registering a growth rate of 6.4% as compared to 8.6% growth rate in 2023-24. Nominal GVA is estimated to attain a level of ₹300.15 lakh crore during FY 2024-25, against ₹274.13 lakh crore in 2023-24, showing a growth rate of 9.5%

Fig. 1: Annual GDP and GVA Estimates along with Y-o-Y Growth Rates at Constant Prices

Fig. 2: Sectoral Composition and Growth Rates of Annual GVA

Sectoral Composition of Nominal GVA in FY 2024-25

Fig. 3: Composition and Growth Rates of Annual GVA in Broad Sectors

II. Quarterly Estimates and Growth Rates

Real GDP or GDP at Constant Prices in Q3 of FY 2024-25 is estimated at ₹47.17 lakh crore, against ₹44.44 lakh crore in Q3 of FY 2023-24, showing a growth rate of 6.2%. Nominal GDP or GDP at Current Prices in Q3 of FY 2024-25 is estimated at ₹84.74 lakh crore, against ₹77.10 lakh crore in Q3 of FY 2023-24, showing a growth rate of 9.9%.

Real GVA in Q3 of FY 2024-25 is estimated at ₹43.13 lakh crore, against ₹40.60 lakh crore in Q3 of FY 2023-24, showing a growth rate of 6.2%. Nominal GVA in Q3 of FY 2024-25 is estimated at ₹77.06 lakh crore, against ₹69.90 lakh crore in Q3 of FY 2023-24, showing a growth rate of 10.2%.

Fig. 4: Quarterly GDP and GVA Estimates along with Y-o-Y Growth Rates from Q1 FY 2021-22 to Q3 FY 2024-25 at Constant Prices

Fig. 5: Sectoral Composition and Growth Rates of Quarterly GVA

Sectoral Composition of Nominal GVA in Q3 of FY 2024-25

Fig. 6: Composition and Growth Rates of Quarterly GVA in Broad Sectors

[Primary Sector: Agriculture, Livestock, Forestry & Fishing and Mining & Quarrying

Secondary Sector: Manufacturing, Electricity, Gas, Water supply & Other Utility Services and Construction

Tertiary Sector: Trade, Hotels, Transport, Communication and Services related to Broadcasting, Financial, Real Estate & Professional Services and Public Administration, Defence & Other Services]

III. Methodology and Major Data Sources:

Second Advance Estimates of Annual GDP and Quarterly Estimates GDP are compiled using the Benchmark-indicator method i.e. the estimates available for the previous financial year (2023-24) are extrapolated using the relevant indicators reflecting the performance of sectors. The First Advance Estimates (FAE) of Annual GDP for the financial year 2024-25 were released on 7^th January, 2025, which were based on very limited data and used Provisional Estimates of 2023-24 as Benchmark Estimates. For Compilation of SAE, 2024-25, the Provisional Estimates of 2023-24 used at the time of FAE have been replaced by FRE, 2023-24 which have been compiled using industry-wise/institution-wise detailed information. Thus, overall as well as sectoral variations in SAE from FAE is attributed to revision of benchmark estimates and additional or updated data available on various indicators. The quarterly estimates of previous years along with the First and Second quarter estimates of 2024-25 released earlier have also undergone revision in accordance with the revision policy of National Accounts.

The sector-wise estimates have been compiled using indicators/data sources like (i) Index of Industrial Production (IIP), (ii) Financial performance of Listed Companies based on available quarterly financial results of these companies upto Q3 FY 2024-25, (iii) Estimates of Major Agricultural Crops and Horticultural crops for 2024-25, as provided by Ministry of Agriculture and Farmers’ Welfare (iv) Production Targets and Summer as well as Rainy season production estimates of Major Livestock Products for FY 2024-25; (v) Fish Production, (vi) Production of Coal, Crude Petroleum, Natural Gas, Cement and Consumption of Steel, (vii) Net Tonne Kilometres and Passenger Kilometres for Railways, (viii) Passenger and Cargo traffic handled by Civil Aviation, (ix) Cargo traffic handled at Major and Minor Sea Ports, (x) Sales of Commercial Vehicles, (xi) Bank Deposits and Credits, (xii) Premium related information of Life and Non-Life Insurance companies, (xiii) Data on outward Supplies of Goods and Services available from GSTN upto January, 2025 (xiv) Accounts of Central and State Governments, (xv) Goods and Services Tax collections etc., available for first 9-10 months of the FY 2024-25. Year-on-Year growth rates (%) in the main indicators used in the estimation are given in the Annexure B.

Total tax revenue used for GDP compilation includes non-GST revenue as well as GST revenue. The Revised Estimates of Tax revenue for 2024-25 as available in the Annual Financial Statement of the Central Government, along with latest available information from the websites of Controller General of Accounts (CGA) and Comptroller and Auditor General of India (CAG) have been used for estimating taxes on products at Current Prices. For compiling taxes on products at Constant Prices, volume extrapolation is done using volume growth of taxed goods and services. The total product subsidies at Current prices were compiled using the latest information on major subsidies viz. Food, Urea, Petroleum and Nutrient based subsidy for Centre as available on CGA website and the expenditure incurred on subsidies by most States up to December 2024 as available on CAG website along with the Centre/State-wise RE and BE provision for FY 2024-25. Information available on Revenue expenditure, Interest payments, Subsidies etc. from Centre and States for FY 2024-25 were used for estimating Government Final Consumption Expenditure (GFCE).

Improved data coverage and revision in input data made by source agencies would have a bearing on subsequent revisions of these estimates. Estimates are, therefore, likely to undergo revisions for the aforesaid causes in due course, as per the release calendar. Users should take these into consideration while interpreting the figures. The Provisional Estimates of Annual GDP for FY 2024-25 along with Quarterly GDP estimates for the quarter January-March of FY 2024-25 (Q4 2024-25) will be released on 30.05.2025.

***********

Annexure A

Annexure B

PART B

NOTE ON FIRST REVISED & FINAL ESTIMATES OF GROSS DOMESTIC PRODUCT, NATIONAL INCOME, CONSUMPTION EXPENDITURE, SAVING AND CAPITAL FORMATION FOR 2023-24 & 2022-23 RESPECTIVELY

In this part of the press note, First Revised Estimates of GDP, National Income, Consumption Expenditure, Saving and Capital Formation for the financial year 2023-24 and Second Revised/ Final Estimates for the financial year 2022-23 are given.

2. The First Revised Estimates for the year 2023-24 have been compiled using industry-wise/institution-wise detailed information instead of using the benchmark-indicator method employed at the time of release of Provisional Estimates on 31^st May, 2024. The estimates of Gross Domestic Product (GDP) and other aggregates for the year 2022-23 have also undergone revisions on account of use of latest available datasets on agricultural production; industrial production (final results of Annual Survey of Industries: 2022-23); government data as available in budget documents (replacing Revised Estimates with actuals for the year 2022-23); comprehensive data available from various source agencies like Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), National Bank for Agriculture and Rural Development (NABARD) etc. and additional data from State/UT Directorates of Economics and Statistics (DES).

3. The salient features of the revised estimates at aggregate level are given in the paras as follows.

Gross Domestic Product

4. Real GDP or GDP at constant (2011-12) prices for the years 2023-24 and 2022-23 stands at ₹176.51 lakh crore and ₹161.65 lakh crore, respectively, showing a growth of 9.2 per cent during 2023-24 as compared to growth of 7.6 per cent during 2022-23.

5. Nominal GDP or GDP at current prices for the year 2023-24 is estimated at ₹301.23 lakh crore, against ₹268.90 lakh crore for the year 2022-23, showing a growth of 12.0 per cent during 2023-24 as compared to growth of 14.0 per cent during 2022-23.

GVA and its Industry-wise Analysis

6. At the aggregate level, nominal Gross Value Added (GVA) at basic prices has increased by 11.2 per cent during 2023-24 compared to growth of 13.9 per cent during 2022-23. Real GVA, i.e., GVA at constant (2011-12) prices, has increased by 8.6 per cent in 2023-24, compared to 7.2 per cent growth in 2022-23.

7. The shares of broad sectors of the economy in overall GVA during 2011-12 to 2023-24 and the annual growth rates during these periods are mentioned below:

#: Final Estimates; @: First Revised Estimates

8. The growth rates of Primary sector (comprising Agriculture, Livestock, Forestry, Fishing and Mining & Quarrying), Secondary sector (comprising Manufacturing, Electricity, Gas, Water Supply & Other Utility Services, and Construction) and Tertiary sector (Services) have been estimated as 2.7 per cent, 11.4 per cent and 9.0 per cent respectively in 2023-24 as against growth rates of 5.9 per cent, 2.4 per cent and 10.3 per cent respectively in the previous years. The growth in real GVA during 2023-24 is on account of growth in ‘Manufacturing’, ‘Electricity, Gas, Water Supply & Other Utility Services’, ‘Construction’, ‘Trade, repair, Hotels and Restaurants’, ‘Financial Services’, ‘Real Estate, Ownership of Dwelling & Professional Services’ and ‘Other services’ as may be seen from Statement 4.2B. However, ‘Agriculture, Livestock, Forestry and Fishing’, ‘Mining and Quarrying’ and ‘Public Administration and Defense’ have witnessed modest growth.

Net National Income

9. Net National Income (NNI) at current prices for the year 2023-24 stands at ₹263.50 lakh crore as against ₹233.91 lakh crore in 2022-23, showing a growth of 12.7 per cent during 2023-24 as compared to growth of 13.3 per cent in the previous year.

Gross National Disposable Income

10. Gross National Disposable Income (GNDI) at current prices is estimated at ₹305.94 lakh crore for the year 2023-24, while the estimate for the year 2022-23 stands at ₹273.39 lakh crore, showing a growth of 11.9 per cent for year 2023-24 as compared to growth of 14.3 per cent in the year 2022-23.

Saving

11. Gross Saving during 2023-24 is estimated at ₹92.59 lakh crore against ₹82.44 lakh crore during 2022-23. Share of Non-financial corporations, Financial corporations, General Government and Household sectors in Gross Savings during 2023-24 stands at 36.0%, 8.2%, (-) 3.1% and 59.0% respectively. Rate of Gross Saving to GNDI for 2023-24 is estimated at 30.3 per cent as against 30.2 per cent for 2022-23.

Capital Formation

12. Gross Capital Formation (GCF) at current prices is estimated at ₹94.68 lakh crore for the year 2023-24 as compared to ₹87.72 lakh crore during 2022-23. The rate of GCF to GDP is 31.4 per cent during 2023-24 as against 32.6 per cent in the 2022-23. The rates of capital formation in the years 2011-12 to 2019-20 and 2021-22 to 2023-24 have been higher than the rate of saving because of positive net capital flow from Rest of the World (RoW).

13. In terms of the share to the total GFCF (at current prices), the highest contributor is Non-Financial Corporations followed by Household sector, share of which stood at 44.2% and 41.7% respectively in 2023-24.

14. The rate of GCF to GDP at constant (2011-12) prices was 35.2 per cent in 2022-23 and 34.6 per cent in 2023-24.

Consumption Expenditure

15. Private Final Consumption Expenditure (PFCE) at current prices is estimated at ₹181.30 lakh crore for the year 2023-24 as against ₹165.28 lakh crore in 2022-23. In relation to GDP, the PFCE to GDP ratio at current prices during 2022-23 and 2023-24 are 61.5 per cent and 60.2 per cent respectively. At constant (2011-12) prices, the PFCE is estimated at ₹93.85 lakh crore and ₹99.07 lakh crore, respectively for the years 2022-23 and 2023-24. The corresponding PFCE to GDP ratio for the years 2022-23 and 2023-24 are 58.1 per cent and 56.1 per cent respectively.

16. Government Final Consumption Expenditure (GFCE) at current prices is estimated at ₹31.04 lakh crore for the year 2023-24 as against ₹27.58 lakh crore during 2022-23. At constant (2011-12) prices the estimates of GFCE for the years 2022-23 and 2023-24 stand at ₹15.44 lakh crore and ₹16.70 lakh crore respectively.

Per Capita Estimates

17. Per Capita Income i.e. Per Capita Net National Income at current prices is estimated at ₹1,69,145 and ₹1,88,892 respectively for the years 2022-23 and 2023-24. Per Capita PFCE at current prices, for the years 2022-23 and 2023-24 is estimated at ₹1,19,516 and ₹1,29,967 respectively.

Summary of Revisions in the GDP Estimates

Revision in the estimates of the year 2023-24

18. The following statement gives the major reasons of variation between the Provisional Estimates (released on 31^st May, 2024) and the First Revised Estimates of GVA for 2023-24.

Sector	GVA growth in 2023-24 (at 2011-12 Prices)		Major reasons for variation
Sector	Provisional Estimate (PE), May 2024	First Revised Estimate (FRE), Feb 2025	Major reasons for variation
Primary	2.1	2.7	GVA estimates of Agriculture, Livestock, Forestry and Fishing sectors have undergone revision due to revision in production estimates of crop sector as per Final Estimate of Ministry of Agriculture and Farmers welfare. The revision in other industries in Primary Sector is due to the incorporation of latest revised data.
Secondary	9.7	11.4	Estimates of secondary sector have undergone revision due to use of data from source agencies along with detailed analysis of Non-departmental Enterprises (NDE) & Private Corporate sectors and budget documents of Government whereas provisional estimates were indicator based.
Tertiary	7.6	9.0	Data from source agencies along with detailed analysis of Departmental Enterprises (DE), NDE and Private Corporate sectors have been used for compilation of estimates for FRE 2023-24 whereas provisional estimates were indicator based. Furthermore, the revision in Public Administration and Defence sector is due to the use of detailed analysis of Budget documents (Centre and State Governments) and latest information of Local Bodies and Autonomous Bodies. In case of Financial services, FRE is based on analysis of annual reports of Financial Corporations and data released by RBI, NABARD and other financial regulators.
Total GVA at Basic Prices	7.2	8.6
GDP	8.2	9.2

[Primary Sector: Agriculture, Livestock, Forestry & Fishing and Mining & Quarrying

Secondary Sector: Manufacturing, Electricity, Gas, Water supply & Other Utility Services and Construction

Tertiary Sector: Trade, Hotels, Transport, Communication and Services related to Broadcasting, Financial, Real Estate & Professional Services and Public Administration, Defence & Other Services]

Revisions in the estimates of the year 2022-23

19. The use of latest available data from various agencies has resulted in changes in both the levels of GVA and growth estimates for the years 2022-23.

Revisions in Major Aggregates

20. The level of revisions in the major aggregates at current and constant (2011-12) prices are given in the following table:

Major National Income Aggregates and their % Changes

(₹ in Lakh Crore)

Sl. No.	Item	2022-23
Sl. No.	Item	1st RE	Final Estimates	% change
At Current Prices
1	GVA at basic prices	246.59	246.47	-0.1
2	GDP	269.50	268.90	-0.2
3	GNI	265.79	265.20	-0.2
4	NNI	234.39	233.91	-0.2
5	GNDI	273.99	273.39	-0.2
At Constant Prices
1	GVA at basic prices	148.05	148.78	0.5
2	GDP	160.71	161.65	0.6
3	GNI	158.31	159.39	0.7
4	NNI	137.47	138.51	0.8

Major reasons for revisions in GVA/GDP estimates for FY 2022-23 are as given below:

Use of updated production estimates (Final Estimates) of horticulture crops from Ministry of Agriculture and Farmers’ Welfare, increase in area under fodder crop and increase in production of sugarcane.
Increase in input value due to use of Cost of Cultivation Survey (CCS) 2022-23 and Electricity tariff for agriculture sector for the year 2022-23.
Use of updated information from NDE and updated information on minor minerals from States in case of Mining & Quarrying sector.
Use of final results of Annual Survey of Industries (ASI): 2022-23 and augmented data for non-financial private corporate sector.
Use of ‘Actuals’ in place of ‘Revised Estimates’ of different items of expenditure and receipts in the Central & State government budgets.
Use of updated information on Local Bodies & Autonomous Institutions.
Use of latest annual reports of Public Sector Enterprises.
Use of latest data received for Cooperative Banks, Post Office Saving Bank (POSB), Non-Banking Financial Institutions (NBFIs), and Financial Auxiliaries.

Detailed statements

21. List of Statements released in part ‘B’ of the press note is given below. More details of the revised estimates, i.e., FRE 2023-24 and FE 2022-23 are available in Statements 1.1B to 9B of Annexure C, which are given in the PDF format of the press note.

Statement 1.1B: Key Aggregates of National Accounts at Current Prices
Statement 1.2B: Key Aggregates of National Accounts at Constant (2011-12) Prices
Statement 2B: Per Capita Income, Product and Final Consumption
Statement 3.1B: Output by Economic Activity and Capital Formation by Industry of Use at Current Prices
Statement 3.2B: Output by Economic Activity and Capital Formation by Industry of Use at Constant (2011-12) Prices
Statement 4.1B: Gross Value Added by Economic Activity at Current Basic Prices
Statement 4.2B: Gross Value Added by Economic Activity at Constant (2011-12) Basic Prices
Statement 5B: Finances for Gross Capital Formation
Statement 6.1B: Gross Capital Formation by Industry of Use at Current Prices
Statement 6.2B: Gross Capital Formation by Industry of Use at Constant (2011-12) Prices
Statement 7.1B: Gross Fixed Capital Formation by Asset & Institutional Sector at Current Prices
Statement 7.2B: Gross Fixed Capital Formation by Asset & Institutional Sector at Constant (2011-12) Prices
Statement 8.1B: Private Final Consumption Expenditure at Current Prices
Statement 8.2B: Private Final Consumption Expenditure at Constant (2011-12) Prices
Statement 9B: Institutional Sectors – Key Economic Indicators at Current Prices

**************

Annexure C

FORMULAE

GVA at basic prices (Production Approach) = Output at basic prices – Intermediate Consumption
GVA at basic prices (Income Approach) = CE + OS/MI + CFC + Production taxes less Production subsidies⁽ⁱ⁾
GDP = ∑ GVA at basic prices + Product taxes less Product subsidies⁽ⁱⁱ⁾
NDP/NNI = GDP/GNI – CFC
GNI = GDP + Net primary income from ROW (Receipts less payments)
Primary Incomes = CE + Property and Entrepreneurial Income
NNDI =NNI + other current transfers⁽ⁱⁱⁱ⁾ from ROW, net (Receipts less payments)
GNDI = NNDI + CFC = GNI + other current transfers⁽ⁱⁱⁱ⁾ from ROW, net (Receipts less payments)
Gross Capital Formation^(iv) (Financing Side) = Gross Savings + Net Capital Inflow from ROW
GCF (Expenditure Side) = GFCF + CIS + Valuables
Gross Disposable Income of Govt. = GFCE + Gross Saving of General Government
Gross Disposable Income (GDI) of Households = GNDI – GDI of Govt. – Gross Savings of All Corporations

REMARKS ON THE FORMULAE

Production taxes or subsidies are paid or received with relation to production and are independent of the volume of actual production. Some examples are:

Production Taxes – Land Revenues, Stamps & Registration fees and Tax on profession

Production Subsidies – Subsidies to Railways, Subsidies to village and small industries.

Product taxes or subsidies are paid or received on per unit of product. Some examples are:

Product Taxes- Goods & Service Tax, Excise duties, Sales tax, Service Tax and Import, Export duties

Product Subsidies- Food, Petroleum and fertilizer subsidies.

Other Current Transfers refers to current transfers other than the primary incomes.

Gross Capital Formation (GCF) at the current as well as the constant prices is estimated by two approaches: – (i) through flow of funds, derived as Gross Saving plus net capital flow from Rest of the World (RoW); and (ii) by the commodity flow approach, derived by the type of assets.

********

Samrat/ Dheeraj/Allen

(Release ID: 2106921) Visitor Counter : 310

MIL OSI Asia Pacific News –

MIL-OSI United Kingdom: Winchester City Council Approves Budget for 2025/26
Source: City of Winchester

Winchester City Council has approved a balanced budget for the upcoming year, which supports vulnerable people, addresses the climate emergency, improves recycling and protects our environment.

The budget sets out a commitment to the roll out of weekly food waste recycling collections to all households later this year with £595,000 allocated this year (£460,000 as one-off funding).

It has a strong emphasis on supporting vulnerable people, with additional funding to help prevent homelessness (an additional £300,000) and a revision of income bands for the council tax reduction scheme – ensuring that support continues to be received after the changes to the DWPs universal credit scheme.

Recognising the ongoing impact of the cost of living, the council has also extended the Council Tax Exceptional Hardship Fund into 2025/6.

The budget also allocates funding to increase capacity for planning enforcement cases, to help protect the district’s communities, its heritage and the natural environment from harmful unauthorised development.

The budget has been aligned to help achieve the council’s priorities following approval of the new council plan, which was developed following public consultation. The Plan’s priorities include:
- Going Greener Faster
- Thriving Places
- Healthy Communities
- Good homes for all
The council has committed to do this in a way that’s:
- Efficient and effective
- And where it’s listening and learning
The full council meeting also approved an average council tax increase of 2.7%. For a Band D property, the City Council’s share of the council tax bill will be £163.66 per year (an increase of £4.30 per year).

The council’s immediate financial position is stable. However, as with many local authorities, it faces increasing budget pressure long term, which it is addressing through its transformation programme, focusing on reviewing contracts, creating an effective and efficient digital service and generating more income.

Speaking about the budget, Cabinet Member for Finance and Performance Cllr Neil Cutler said:

“I’m very pleased that we continue to be able to present a balanced budget for the forthcoming year. It is a budget that ensures we continue to enhance services for our residents and invest in projects that will create healthier communities, tackle climate change, increase access to housing and make the district a more vibrant place for residents, visitors and businesses. It also recognises future funding challenges which we’re addressing ahead of time. While we don’t have the same urgency as some of our neighbours, we expect government funding to reduce in future so we need to plan for these now.”

Last Updated: Friday 28 February 2025
MIL OSI United Kingdom –
March 1, 2025

MIL-OSI United Kingdom: Lancaster City Council sets its budget for 2025/26 Maintaining a resilient financial foundation and protecting essential services are at the heart..

Source: City of Lancaster

Lancaster City Council has set its budget for 2025/26

Maintaining a resilient financial foundation and protecting essential services are at the heart of Lancaster City Council’s budget for 2025/26, which was agreed on Wednesday (February 26).

Like many local authorities, the city council has to deal with increases in its operating costs, along with higher interest rates, and a real-terms cut in core funding from the Government.

Following months of hard work by officers and councillors, a balanced budget has been achieved for 2025/26 without use of reserves.

The city council’s component of Council Tax, its most stable source of funding, will increase by an average of 2.99%, or 14p a week, for a Band D property. Once again, this increase is lower than the percentage hikes imposed by other authorities that receive the majority of residents’ council tax payments.

In the next financial year, Band D property residents will pay an average of £5.08 a week (£264.30 a year) to the city council for the services which it provides.

As 80% of the district’s homes are in the lowest bands (A to C) the actual increase will be lower for most households. The council has also agreed to continue 100% Council Tax Support benefit for those on the lowest incomes, one of a minority of local authorities in England to do so.

Councillor Tim Hamilton-Cox, cabinet member with responsibility for finance, said: “As with all public services, the city council remains under pressure financially but is determined to protect the vital services it provides for the community.

“With those significant challenges in mind I can be satisfied that we have delivered a balanced budget, maintained the range of our services and external grants, and ensured that we can continue to invest in the future of our district.

“A majority of councillors supported the £27m (which includes over £6m of external funding) programme of capital investment in 2025/26. The programme includes replacement of half of the refuse collection vehicle fleet in order to maintain reliability of service; investment in the council’s existing assets to reduce operating costs; and in new assets to generate new long-term income streams for the council.”

	2024/25	2025/26	Increase
	£	£	£	%
Lancashire County Council	1,653.29	1,735.79	82.50	4.99
Lancashire Police & Crime	263.40	277.40	14	5.32
Lancashire Fire Authority	84.73	89.73	5	5.90
Lancaster City Council	256.63	264.30	7.67	2.99
Total	2,258.05	2,367.22	109.17	4.83

In addition, residents living in areas with a parish council pay an additional precept to their parish council.

Last updated: 28 February 2025

MIL OSI United Kingdom –

MIL-OSI United Kingdom: Devon taxi driver jailed after overstating annual income by more than £350,000 to fraudulently secure two Covid loans
Source: United Kingdom – Executive Government & Departments

Press release

Devon taxi driver jailed after overstating annual income by more than £350,000 to fraudulently secure two Covid loans

Bounce Back Loan fraudster transferred the funds to an offshore bank account and a family member
Taxi driver Murat Dogantekin secured two £50,000 Bounce Back Loans in 2020 which he was not entitled to

Dogantekin overstated his turnover by hundreds of thousands of pounds, fraudulently applied for two loans when businesses were only allowed one, used the funds for personal expenses and failed to make any repayments

The 50-year-old was jailed for two years and seven months

A Devon taxi driver who fraudulently claimed two maximum-value Covid loans by overstating his annual turnover by more than £350,000 has been jailed.

Murat Dogantekin secured the Bounce Back Loans worth a combined £100,000 from two separate banks just months into the pandemic, when he was only actually entitled to just over £4,000 under the scheme.

He then transferred the funds to a close family member and offshore bank account.

The 50-year-old, of Mulligan Drive, Exeter, was sentenced to two years and seven months in prison when he appeared at Exeter Crown Court on Thursday 27 February.

Mark Stephens, Chief Investigator at the Insolvency Service, said:

Bounce Back Loans were created to support small and medium-sized businesses through the pandemic. They were not designed to be accessed by fraudsters and used as additional personal income paid for at the expense of taxpayers.

Murat Dogantekin completely disregarded almost all the rules of the scheme. He significantly overstated his turnover, subsequently receiving far more support than he should have done. He fraudulently obtained two loans when businesses were only entitled to a single loan.

To make matters worse, Dogantekin failed to use the money for the benefit of his business, concealing the true nature of his bank transactions with false references. He also did not pay a single penny back before he was declared bankrupt and failed to engage with our investigations.

Such a blatant and deliberate misuse of public funds will not be tolerated by the Insolvency Service and we will continue to take action against those who stole from the taxpayer during a national emergency.

Dogantekin secured two Bounce Back Loans worth £50,000 each from separate banks in May and June 2020.

In his applications, Dogantekin stated that his annual turnover was £200,000 and £205,000 for two separate self-employed taxi businesses, both in his own name, although he said the second traded as Ola Taxis.

He provided no evidence to support these claims and Insolvency Service investigators discovered that the second business was actually named after one of his clients. This was done in an attempt to distinguish it from his first business and make it appear that he was eligible for a second loan when he was not.

Dogantekin had declared earnings of just £16,500 for the tax year ending in April 2020, meaning he overstated his turnover by £388,500 in the combined applications.

Had he been honest about his income, he may have been entitled to one loan of just £4,125.

His dishonesty meant he received an additional £95,875 he did not deserve.

Within four days of receiving the first loan, Dogantekin transferred £49,500 of the £50,000 to a separate bank account. The transactions were marked as “shop purchase”.

The following day, £48,000 of that money was moved to an offshore bank account.

Dogantekin’s second loan remained in his business account for more than a month before the funds were paid out to a family member and his own personal account within a six-day period.

No repayments to the loans were made before Dogantekin was declared bankrupt in November 2021.

Dogantekin was interviewed by the Official Receiver Services at the Insolvency Service later that month and provided some limited documentation.

He then ignored 11 attempts to contact him and secure specific records during a six-month period.

Dogantekin also failed to attend an interview under caution.

The Insolvency Service is seeking to recover the fraudulently obtained funds under the Proceeds of Crime Act 2002.

Further information

Murat Dogantekin is of Mulligan Drive, Exeter. His date of birth is 20 May 1974

Sentenced for: Fraud by false representation, contrary to section 2 of the Fraud Act 2006 and concealment of books and papers, contrary to section 355 of the Insolvency Act 1986

Read more about the Bounce Back Loan Scheme and the action the Insolvency Service can take if it finds misconduct 

Further information about the work of the Insolvency Service, and how to complain about financial misconduct.

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Updates to this page

Published 28 February 2025
MIL OSI United Kingdom –
February 28, 2025
MIL-OSI United Kingdom: Councillors agree a balanced budget in the face of a challenging financial climate
Source: St Albans City and District

Publication date: 28 Feb 2025

St Albans City and District Councillors have agreed a budget for the next financial year along with a long-term plan setting out their priorities.

The Council (SADC) is required to produce a balanced budget every year, ensuring spending is matched by income, grant funding and, if appropriate, the use of reserves.

In common with other local authorities, it is faced with a challenging economic climate that has put intense pressure on its finances.

This includes rising costs, such as an increase in employer’s national insurance contributions, and higher demand for some services including homelessness.

To ensure a balanced budget for 2025/26, net savings of £325,000 have been identified.

This includes some additional income sources, increases to charges and reductions to services.

Councillors also agreed to a 2.99% rise in the SADC’s share of Council Tax bills.

That means a resident in a Band D property will pay an average of £208 to SADC for its services in the coming year – an increase of just 12p a week.

SADC’s portion of the Council Tax amounts to around 9% of the total collected, with Hertfordshire County Council receiving 77%, the Police,11%, and the parish and town councils, who set their own budgets, 3%.

The money received by SADC will fund key services including waste and recycling collections, planning, parks and open spaces, street cleaning, environmental health and grants to voluntary bodies.

Councillors also approved a rent rise in accordance with Government guidelines of 2.7% for its social housing properties. Garage rents will increase by 7.2%

A contribution of £500,000 will be made to the general reserves to restore them to an acceptable level.

The budget was approved at a meeting of the Full Council on Wednesday 26 February.

Councillor Giles Fry, Lead for Resources, said after the meeting:

I am pleased that we have agreed to a balanced budget despite the severe financial challenges that we are faced with.

We have managed once again to protect our key services such as our leisure, community and cultural facilities and we also plan to bolster our reserves in case of unforeseen shocks.

The coming year will see our first commercial tenant move into Jubilee Square which will eventually provide us with much-needed new income and we will continue to look for other revenue-raising opportunities.

I hope that our residents will continue to support the work we are doing to strengthen our communities and cope with the tough financial climate.

Full Council also approved a Council Plan for the next five years which includes four priorities. These are to:
- Support great communities
- Provide more social housing.
- Make the Environment a priority in all Council decisions.
- Treat everyone with fairness.
The Plan includes many of the actions the Council is committed to taking to achieve these goals.

Councillor Paul de Kort, the Council Leader, said after the meeting:

It is important that in the battle to keep our finances stable, we do not lose sight of our long-term objectives such as providing more social housing and tackling the climate emergency.

In the last year, we have seen tenants move into the 33 new social housing properties we created at Jubilee Square.

There has also been the launch of the St Albans Greener Together project to engage the community with our ambition of turning the District carbon neutral by 2030.

Our Council Plan lays out these and other key priorities as well as the actions we will take to make our District an even more vibrant place to live and work.

Details of the budget together with the Council Plan can be viewed along with the Full Council meeting papers here.

Media contact: John McJannet, Principal Communications Officer: 01727- 819533; john.mcjannet@stalbans.gov.uk.
MIL OSI United Kingdom –
February 28, 2025
MIL-OSI: Oma Savings Bank Plc’s Notice of Annual General Meeting
Source: GlobeNewswire (MIL-OSI)

OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 28 FEBRUARY 2025 AT 09.20 A.M EET, NOTICE OF ANNUAL GENERAL MEETING

Oma Savings Bank Plc’s Notice of Annual General Meeting

NOTICE TO GENERAL MEETING

The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting to be held on Tuesday 8 April 2025 at 13.00 p.m. (EEST) at Scandic Helsinki Hub, Annankatu 18, Helsinki. The reception of persons who have registered for the meeting and distribution of voting tickets will begin at 11.00 a.m. (EEST) at the Meeting venue. Refreshments will be served before the meeting starting at 11:30 a.m.

The new CEO will be introduced before the Annual General Meeting starting at 12.15 p.m. It is possible to follow the introduction of the CEO and the General Meeting via webcast. Instructions on how to follow the webcast are available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders’ rights.

Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions on how to submit written questions are set out in Section C of this notice to the General Meeting.

A. Matters to be discussed at the General Meeting

1. Opening the Meeting

2. Matters of order for the Meeting

3. Election of the persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legal convening of the Meeting and quorum

5. Establishment of the persons present and confirmation of the voting list

6. Presentation of the financial statements, annual report and auditor’s report for the year 2024

Presentation of the CEO’s review.
As of 14 March 2025, the financial statements, the annual report and the auditor’s report are available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes that based on the balance sheet adopted for the financial year 2024, a dividend of EUR 0.36 per share be paid, totaling approximately EUR 12.0 million, and that the remainder of the distributable assets will be left in equity.

The dividend shall be paid to shareholders registered in the register of shareholders of the Company maintained by Euroclear Finland Ltd on the record date of 10 April 2025. The Board of Directors proposes that the dividend shall be paid out on 17 April 2025 in accordance with the rules of Euroclear Finland Ltd.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Handling of the remuneration policy for governing bodies

The Board of Directors proposes that the General Meeting approves the updated remuneration policy. In accordance with the Finnish Companies Act, the decision is advisory.

The proposal for the Company’s remuneration policy for governing bodies is attached to this notice as Annex 1 and is available on Oma Savings Bank Plc’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

11. Handling of the Remuneration Report for governing bodies

As of 14 March 2025, the remuneration report for governing bodies will be available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that remuneration for the members of the Board of Directors to be paid as follows:

Annual fees:
- Chairperson of the Board EUR 85,000
- Vice Chairperson of the Board EUR 60,000
- Other members of the Board EUR 40,000
- Chairperson of the Remuneration Committee EUR 6,000
- Chairperson of the Risk Committee EUR 9,000
- Chairperson of the Audit Committee EUR 9,000
Meeting fees:
- Board or Committee meeting EUR 1,000
- Email meeting of the Board or Committee EUR 500
The Shareholders’ Nomination Committee proposes that 25 percent of the annual remuneration of the Board of Directors be paid from the market in Oma Savings Bank Plc’s shares acquired on behalf of the members of the Board of Directors. The shares will be acquired directly on behalf of the members of the Board of Directors at a price formed on the market in public trading when the interim report for the period from 1 January to 31 March 2025 has been published. The Company is responsible for the costs of acquiring the shares and any transfer tax. The rest of the annual fee is paid in cash to cover the taxes arising from the fee.

In addition, Oma Savings Bank Plc pays or reimburses travel expenses and other expenses related to board work to the members of the Board of Directors.

13. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that seven members be elected for the Board of Directors.

14. Election of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the current Board members Juhana Brotherus, Irma Gillberg-Hjelt, Aki Jaskari, Jaakko Ossa, Carl Pettersson, Kati Riikonen and Juha Volotinen having given their consent, shall be re-elected.
1. All candidates are proposed to be elected for the period starting at the Annual General Meeting 2025 and ending at the Annual General Meeting 2026.
2. All nominees have given their consent to the election.
3. At the time of election, all proposed nominees are independent in their relationship with the Company and its significant shareholders.
4. Additional information on the members of the Board of Directors is available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025.
15. Resolution on the remuneration of the auditor

The Board proposes to the Annual General Meeting that the reimbursements to the auditor are paid on the basis of reasonable invoicing approved by the Company.

16. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, a firm authorised public accountants, shall continue to be elected as the auditor for the term beginning at the end of the Annual General Meeting 2025 and ending at the Annual General Meeting 2026.

KPMG Oy Ab has indicated that if it is elected as an auditor M.Sc. (Econ.), APA Tuomas Ilveskoski would continue as auditor-in-charge.

17. Resolution on the remuneration of the sustainability reporting assurer

The Board proposes to the Annual General Meeting that the reimbursements to the sustainability reporting assurer are paid on the basis of reasonable invoicing approved by the Company.

18. Election of the sustainability reporting assurer

The Board of Directors, on the recommendation of the audit committee, proposes that KPMG Oy Ab, Authorized Sustainability Audit Firm, be elected as the Company’s sustainability reporting assurer for the term ending upon the conclusion of the next Annual General Meeting. KPMG Oy Ab has informed the Company that Authorised Public Accountant (KHT), Authorized Sustainability Auditor (KRT) Tuomas Ilveskoski would act as the principally responsible sustainability reporting assurer.

19. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Section 6 (Nomination Committee) of the Company’s Articles of Association be amended by removing the provision regarding the due date for the Committee’s proposals.

The Board further proposes to the Annual General Meeting that Section 10 (Notice of the meeting) of the Company’s current Articles of Association be supplemented with a provision regarding remote meetings. According to the proposed addition, the General Meeting could, by a decision of the Board, be held without a physical meeting venue, allowing shareholders to exercise their decision-making rights in full and in real time through telecommunication and technical means (remote meeting). Shareholders would thus be able to exercise their right to ask questions and vote in the same manner as in a physical meeting.

Additionally, the Board proposes to the Annual General Meeting that Section 12 (General meeting) of the Company’s current Articles of Association, concerning the General Meeting, be supplemented to include provisions on deciding the remuneration of the sustainability reporting auditor and the appointment of the sustainability reporting auditor.

The amended Articles of Association in their entirety are attached as Annex 2 to this notice of the Annual General Meeting.

20. Resolution on the revised Charter of the Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee proposes that the Annual General Meeting resolve on the approval of the revised Charter of the Shareholders’ Nomination Committee.

The proposed amendments to the Charter include, among other things, a provision requiring the Nomination Committee to submit its proposals regarding the composition and remuneration of the Board of Directors to the Company’s Board no later than the end of the calendar month preceding the Board meeting that decides on convening the Annual General Meeting.

Additionally, the Charter is proposed to be amended to include a provision on the maximum continuous term of a Board member, ensuring alignment with the regulations, guidelines, and statements applicable to credit institutions, including the guidelines issued by the European Banking Authority (EBA).

The proposed amendments also include certain technical revisions.

The revised Charter in its proposed amended form is available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

21. Authorizing the Board of Directors to resolve on a share issue, the transfer of own shares and the issuance of special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of shares or transfer of the Company’s shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following conditions:

Shares and special rights can be issued or disposed of in one or more instalments, either in return for payment or free of charge.

The total number of shares to be issued under the authorisation, including shares acquired on the basis of special rights, cannot exceed 3,000,000 shares, which corresponds to approximately 9 percent of the Company’s total number of shares on the day of the Annual General Meeting on the date of the notice of the meeting.

The Board of Directors decides on all terms and conditions related to the issuance of shares. The authorisation concerns both the issuance of new shares and the transfer of own shares. A share issue and the issuance of special rights entitling to shares include the right to deviate from the pre-emptive right of shareholders if there is a weighty financial reason for the Company (special issue). A special share issue may be free of charge only if there is a particularly weighty financial reason from the point of view of the Company and in the interest of all its shareholders.

The authorisation is proposed to be valid until the end of the next Annual General Meeting, but not later than 30 June 2026. The authorisation revokes previous authorisations given by the Annual General Meeting to decide on a share issue, as well as the option rights and the issuance of special rights entitling to shares.

22. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company’s own shares with funds belonging to the Company’s free equity under the following conditions:

Maximum number of 1,000,000 own shares may be repurchased, representing approximately 3 percent of the Company’s total shares according to the situation on the date of the notice of the meeting, however, that the number of own shares held by the Company does not exceed 10 percent of the Company’s total shares of the Company at any time. This amount includes the own shares held by the Company itself and its subsidiaries within the meaning of Chapter 15, Section 11 (1) of the Finnish Companies Act.

The Board of Directors is authorised to decide how to acquire own shares.

Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) at the price formed in public trading organized by Nasdaq Helsinki Ltd or at a price otherwise formed on the market. Own shares may be repurchased in one or more tranches.

Shares purchased by the Company may be held by it, cancelled or transferred. The Board of Directors decides on other matters related to the repurchasing of own shares.

The Board of Directors proposes that the authorisation repeal previous authorisations granted by the Annual General Meeting to decide on the repurchase of own shares.

It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but not later than 30 June 2026.

23. Closing the meeting

B. Documents of the General Meeting

This notice, which contains all proposals for resolutions on the agenda of the General Meeting is available on Oma Savings Bank Plc’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. Oma Savings Bank Plc’s financial statements, annual report, auditor’s report and remuneration report will be available on said website by 14 March 2025. The updated remuneration policy is attached to this notice and is also available at https://www.omasp.fi/en/annual-general-meeting-year-2025. Copies of the above-mentioned documents will be sent to shareholders on request, and they will also be available on the Annual General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website from 22 April 2025 onwards.

C. Instructions for meeting participants

1. Shareholders registered in the shareholders’ register

Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 27 March 2025 are entitled to participate the General Meeting. Any shareholder whose Company shares are recorded in their personal Finnish book-entry account is automatically included in the Company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

The registration period for the General Meeting commences on 6 March 2025 at 9.00 a.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and wishes to participate in the General Meeting must register for the Meeting no later than 1 April 2025 at 4.00 p.m. (EEST), by which time the registration must be received.

A shareholder can register for the General Meeting:

a)   via the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.
b)   by e-mail. Shareholders registering by e-mail shall submit the registration form available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025 or equivalent information to agm@innovatics.fi.
c)   by mail. Shareholders registering by mail shall submit the registration form available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025 or equivalent information to Innovatics Oy, General Meeting / Oma Savings Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki
d)   by phone to Innovatics Ltd at +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.

In connection with the registration, the shareholder must provide the requested information:
1. his/her name and date of birth or business ID
2. telephone number and/or email address
3. name of the possible assistant or name, date of birth, telephone number and/or e-mail address of the representative
The personal details that shareholders give to Oma Savings Bank Plc will only be used for purposes associated with the General Meeting and processing the relevant registrations.

The shareholder, his/her authorised representative or proxy representative, shall on demand be able to prove his/her identity and/or right of representation.

Further information related to the registration is available by phone during the registration period of the General Meeting at the phone number of Innovatics Ltd. +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.

2. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate the General Meeting based on the shares, which would entitle them entry into the shareholders’ register held by Euroclear Finland Oy on the record date for the General Meeting 27 March 2025. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 3 April 2025 by 10.00 a.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate the General Meeting temporarily in the register of shareholders of the Company by the aforementioned date and time at the latest. Further information is also available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

3. Proxy representatives and powers of attorney

Shareholders may participate in the General Meeting and exercise their rights through a representative. Shareholder’s representative must identify himself/herself to the electronic registration service with a strong identification, after which he/she can make the registration on behalf of the shareholder he/she represents. A shareholder’s proxy representative must present a dated proxy or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting shall present a dated power of attorney or demonstrate their right to represent the shareholder in some other reliable way. If a shareholder is represented by more than one representative at the General Meeting, each of whom represents the shareholder with shares by the shareholder in different book-entry accounts, the shares by held which each representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible powers of attorney are requested to be delivered before the end of the registration period primarily as an attachment in connection with electronic registration or alternatively or by letter to Innovatics Ltd, General Meeting / Oma Savings Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative shall arrange for registration at the General Meeting as described above in this notice.

As an alternative to the traditional power of attorney, shareholders may use the electronic authorisation service for authorising the representative. The representative is appointed on the suomi.fi service at www.suomi.fi/e-authorizations (authorisation matter “Representation at the General Meeting”). At the General Meeting Service, the delegate must identify himself/herself with a strong electronic identification when registering, and then the electronic authorisation is automatically verified. Strong electronic identification occurs with bank IDs or mobile certificate. More information about electronic authorisation is available at www.suomi.fi/e-authorizations.

Model proxy documents and voting instructions are available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025.

4. Other instructions/information

The meeting language is Finnish.

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Shareholders may submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on matters to be discussed at the meeting until 1 April 2025 also by email to lakiasiat@omasp.fi or by letter to Oma Savings Bank Plc, Legal Affairs, Kluuvikatu 3, 6th floor, 00100 Helsinki. The management of the Company will respond to such questions submitted in advance in writing at the General Meeting. At the time of asking a question, the shareholder shall provide an adequate explanation of his/her shareholding.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s number of votes.

On the date of the notice to the meeting, 28 February 2025, Oma Savings Bank Plc has a total of 33,292,771 shares representing the same amount of votes. The Company holds a total of 136,647 of its own shares which are not entitled to vote at the General Meeting.

Oma Savings Bank Plc

Board of Directors

For more information:

Hanna Sirkiä, CLO, tel. +358 44 022 4604, hanna.sirkia@omasp.fi
Minna Sillanpää, CCO, tel. +358 50 66592, minna.sillanpaa@omasp.fi

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.omasp.fi

OmaSp is a solvent and profitable Finnish bank. About 500 professionals provide nationwide services through OmaSp’s 48 branch offices and digital service channels to over 200,000 private and corporate customers. OmaSp focuses primarily on retail banking operations and provides its clients with a broad range of banking services both through its own balance sheet as well as by acting as an intermediary for its partners’ products. The intermediated products include credit, investment and loan insurance products. OmaSp is also engaged in mortgage banking operations.

OmaSp core idea is to provide personal service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to offer premium level customer experience through personal service and easy accessibility. In addition, the development of the operations and services is customer-oriented. The personnel is committed and OmaSp seeks to support their career development with versatile tasks and continuous development. A substantial part of the personnel also own shares in OmaSp.

Attachments
- Annex 1. OmaSp Renumeration Policy 2025
- Annex 2. Oma Savings Bank Plc – Articles of Association
The MIL Network –
February 28, 2025

MIL-OSI: DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024

Source: GlobeNewswire (MIL-OSI)

DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024
(Not audited)

DIGITALIST 2024

SUMMARY

October–December 2024 (comparable figures for 2023 in parentheses):

Turnover: EUR 4.7 million (EUR 4.2 million), change 12.9%.
EBITDA: EUR -0.2 million (EUR -0.4 million*), -4.3% of turnover (-9.1%).
EBIT: EUR -0.3 million (EUR -0.6 million*), -7.1% of turnover (-14.4%).
Net income: EUR -1.0 million (EUR -1.6 million*), -21.3% of turnover (-38.9%).
Earnings per share EUR -0.00 (EUR -0.00).

January–December 2024 (comparable figures for 2023 in parentheses):

Turnover: EUR 16.2 million (EUR 16.7 million), change -3.1%.
EBITDA: EUR -1.5 million (EUR -0.9 million**), -9.4% of turnover (-5.2%).
EBIT: EUR -2.0 million (EUR -1.7 million**), -12.3% of turnover (-10.2%).
Net income: EUR -5.0 million (EUR -4.1 million**), -31.0% of turnover (-24.5%).
Earnings per share: EUR -0.01 (EUR -0.01).
Earnings per share (diluted): EUR -0.01 (EUR -0.01).
Cash flow from operations EUR -1.4 million (EUR -2.9 million).
Number of employees at the end of the review period: 122 (126), decrease of 3.2%.

*) EBIT, EBITDA, and net income for the comparison period were affected by a recorded gain of EUR 0.3 million, resulting from the write-down of Turret accounts payable and an additional purchase price related to the Ticknovate divestment.

**) EBIT, EBITDA, and net income for the period were affected by a one-time gain of EUR 1.0 million, which includes a recorded gain of EUR 0.6 million from the FutureLab Share transaction, EUR 0.3 million from the write-down of Turret accounts payable and an additional purchase price adjustment related to the Ticknovate divestment.

CEO’s review

As we close the year 2024, Digitalist Group stands at the intersection of ongoing market challenges and promising opportunities. While the Finnish economy remained weak, causing clients to hesitate in initiating new projects, we observed steady growth in Sweden. We are committed to coping with the challenges in the Finnish market, but we have increased focus on exploiting opportunities in the Swedish market and have expanded our offering with new applied AI services.

Despite the turnover growth in the last quarter, the Group’s turnover in 2024 slightly declined to EUR 16.2 million (from EUR 16.7 million in 2023) and EBITDA ended at EUR -1.5 million (EUR -0.9 million in 2023 including a one-time gain of EUR 1.0 million). This outcome mirrors both the current market conditions and the positive but not sufficient impact of the strategic measures we implemented throughout the year.

A key driver of our performance has been the Swedish market, where demand remained robust enough to offset weaker activity in Finland. In 2024 Sweden contributed around 70% of our total turnover, up from 61% in the same period last year. We also intensified our cost-saving efforts, reducing personnel costs and streamlining our organizational structure to create a stronger foundation for future improvements.

This year, we enhanced our service portfolio through the full launch of Digitalist Open Cloud AB and the introduction of Digitalist Private AI Hub, offering secure and GDPR-compliant AI capabilities. These new solutions cater to the rising demand for data privacy and advanced digital services, attracting clients who recognize the value of our approach.

Looking ahead, we remain focused on driving operational efficiency, sharpening our service offerings, and capitalizing on growth opportunities. Although the market may remain challenging in the near term, our product innovation and constant focus on cost management, positions Digitalist Group for long-term success.

I extend my sincere gratitude to our employees for their commitment and to our clients for their trust. Together, we have navigated a demanding year, and together we will seize the opportunities that lie ahead.

Magnus Leijonborg
CEO, Digitalist Group

Future prospects

In 2025, it is expected that turnover and EBITDA will improve in comparison with 2024.

SEGMENT REPORTING

Digitalist Group reports its business in a single segment.

TURNOVER

In the fourth quarter, the Group’s turnover was EUR 4.7 million (EUR 4.2 million), reflecting a 12.9% increase compared to the previous year. The increase was due to the strengthening of the Swedish business.

The Group’s turnover for the period totalled EUR 16.2 million (EUR 16.7 million), which is 3.1% lower than the previous year, as a result of the weak market situation in Finland. The turnover for the whole year fell short of the targets, as the economic slowdown and uncertainty have made customers more cautious when starting new projects.

Market conditions in Finland have been challenging. The share of turnover outside Finland rose to 70 percent (61 %), and the increase was mainly due to the strengthening of the Swedish business. The net impact on turnover from the divestment of FutureLab and the acquisition of Open Communications for the review period is EUR 0.1 million compared to the comparison period.

RESULT

In the fourth quarter, EBITDA was EUR -0.2 million (EUR -0.4 million), EBIT was EUR -0.3 million (EUR -0.6 million) and profit before taxes was EUR -0.9 million (EUR -1.6 million). EBITDA was positively affected by improved sales and a EUR 0.3 million reduction in personnel and operating expenses. Net income for the final quarter amounted to EUR -1.0 million (EUR -1.6 million), earnings per share were EUR -0.00 (EUR -0.00).

EBITDA for the financial period amounted to EUR -1.5 million (EUR -0.9 million), EBIT was EUR -2.0 million (EUR -1.7 million) and profit before taxes was EUR -4.9 million (EUR -4.0 million). Expenses were EUR 0.7 million lower compared to the previous year, of which operating expenses were EUR 0.3 million lower and personnel expenses EUR 0.4 million lower. Cost savings improved EBITDA, but the decline in sales weakened the overall impact.

The EBIT was influenced by the decrease of depreciations of balance sheet items by EUR 0.4 million. EBIT, EBITDA and net income of the comparison period were impacted by a booked gain of EUR 0.6 million from the FutureLab Share transaction and EUR 0.3 million is attributed to the write-down of Turret accounts payable and an additional purchase price related to the Ticknovate divestment.

Net financial items amounted to EUR -3.0 million (EUR -2.3 million), mainly comprising external interest expenses related to loans from financial institutions and related parties. External interest expenses were EUR -2.2 million (EUR -2.1 million). Financial items in the comparison period were positively impacted by Business Finland’s non-collection decision on a EUR 0.3 million part of the product development loan and unrealized exchange gains. Net income for the financial period amounted to EUR -5.0 million (EUR -4.1 million), earnings per share totalled EUR -0.01 (EUR -0.01).

RETURN ON EQUITY

The Group’s shareholders’ equity amounted to EUR -37.7 million (EUR -32.7 million). The Group’s equity considering the capital loans was EUR -13.8 million (EUR -15.8 million). Return on equity (ROE) was negative. Return on investment (ROI) was -161.9% (-27.8%).

BALANCE SHEET AND FINANCING

The balance sheet total was EUR 10.1 million (EUR 11.4 million). The solvency ratio was -379.1% (-285.9%).

At the end of the period, the Group’s liquid assets totalled EUR 0.9 million (EUR 0.9 million).

At the end of the financial period the Group’s interest-bearing liabilities amounted to EUR 38.2 million (EUR 35.7 million). The Group’s balance sheet recognised EUR 11.0 million (EUR 11.4 million) in loans from financial institutions, including the overdrafts in use. IFRS 16 leasing debts were EUR 0.6 million (EUR 1.0 million).

In addition, the company has loans from its main owners. The loans from related parties amount to EUR 26.6 million (EUR 23.4 million). EUR 23.9 million (EUR 16.9 million) related party loans were capital loans, EUR 0 million (EUR 5.8 million) were convertible bonds, EUR 2.8 million (EUR 0.8 million) were other related party loans, of which EUR 2.0 million were short term. The changes result from the conversion of convertible bonds into capital loans in accordance with Chapter 12 of the Limited Liability Companies Act and from the new loan installments from Turret. More information about the arrangements can be found in the section of the review: Related party transactions.

CASH FLOW

The Group’s cash flow from operating activities during the review period was EUR -1.4 million (EUR -2.9 million), a change of EUR 1.5 million. The development of the company’s liquid assets was influenced by improved working capital. In order to reduce the rate of turnover of trade receivables, the Group sells part of its trade receivables from Finnish customers. In addition, some Swedish trade receivables are financed through factoring arrangements.

GOODWILL

On 31 December 2024, the Group’s balance sheet included goodwill of EUR 5.2 million (EUR 5.4 million). The company tested goodwill in accordance with IAS 36 on 31 December 2024 and no need for an impairment charge was detected.

PERSONNEL

During the financial period, the Group had an average of 123 employees (139). At the end of the financial period, the total number of employees was 122 (126), with 52 (52) working for the Group’s Finnish companies and 70 (74) employed by its foreign subsidiaries.

SHARES AND SHARE CAPITAL

Share turnover and price

During the financial period, the company’s share price hit a high of EUR 0.02 (EUR 0.03) and a low of EUR 0.01 (EUR 0.01), and the closing price on 31 December 2024 was EUR 0.01 (EUR 0.02). The average price in the financial period was EUR 0.01 (EUR 0.02). During the financial period 78,321,067 (40,711,793) shares were traded, corresponding to 11.3% (6.0%) of the number of shares in circulation at the end of the period. The Group’s market capitalisation at the closing share price on 31 December 2024 was EUR 9,985,399 (EUR 10,236,341).

Share capital

At the beginning of the period under review, the company’s registered share capital was EUR 585,394.16, and there were 693,430,455 shares. At the end of the period, the share capital was EUR 585,394.16, and there were 693,430,455 shares. The company has one class of shares. At the end of the reporting period, the company held a total of 7,664,943 treasury shares corresponding to 1.1% of the total shares.

Option plan 2019 and 2021

The option plan 2019 has expired.

The option rights belonging to the company’s option program 2021 are marked as series 2021A1, 2021A2, 2021B1, 2021B2 and 2021C1. A maximum of 60,000,000 stock options can be issued and they entitle to subscribe for a maximum of 60,000,000 new shares of the Company. A total of 38,450,000 options belonging to the 2021A1 and 2021A2 series have been distributed among the options included in the option program. The last exercise date for the series 2021A1 was 31.12.2024. 28,650,000 of the distributed options have expired, so based on the terms of the option program, it is possible to subscribe for a maximum of 9,800,000 new shares of the Company.

The theoretical market value of the options allocated by the end of the financial period is approximately EUR 0.8 million, which is recognised as an expense in accordance with IFRS 2 for the years 2021-2025. The expense recognition for 2024 is EUR 0.1 million. The expense recognition does not have cash flow impact.

Terms and conditions of option programs can be found at the Company’s web site https://investor.digitalistgroup.com//investor

Shareholders

The number of shareholders on 31 December 2023 was 5,705 (5,578). Private individuals owned 11.8% (10.4%) of the shares, and institutions held 78.4% (79.5%). Foreign nationals or entities held 9.8% (10.0%) of the shares. Nominee-registered shares accounted for 12.6% (6.3%) of the total.

AUTHORIZATIONS OF THE BOARD OF DIRECTORS

Annual General Meeting 25 April 2024

The company held its Annual General Meeting on 25 April 2024. The minutes of the Annual General Meeting and the decisions made are on the company’s website at https://investor.digitalistgroup.com/investor/governance/annual-general-meeting

The financial statements and consolidated financial statements for the financial year ended December 31, 2023, were approved as presented.

The Annual General Meeting resolved that the loss EUR 4,575,895.22 indicated by the financial statements for 2023 be recorded in the Company’s profit and loss account, and that no dividend be paid to shareholders for the financial period 2023.

The Annual General Meeting elected Johan Almquist, Paul Ehrnrooth, Peter Eriksson, Esa Matikainen, and Andreas Rosenlew as ordinary members of the Board of Directors, and Magnus Wetter as a new member of the Board of Directors. At the Board meeting held on 25 April 2024 after the Annual General Meeting, the Board of Directors elected Esa Matikainen as the Chair of the Board and Andreas Rosenlew as the Deputy Chair of the Board. The Board resolved to continue with the Audit Committee. Esa Matikainen was elected as a chairman and Peter Eriksson and Magnus Wetter as members of the Audit Committee.

The Board of Directors evaluated on the date of the financial statement release the independence of the Committee members in compliance with the recommendations of the Finnish Corporate Governance Code 2020 as follows. Esa Matikainen and Magnus Wetter are independent of the company and independent of a significant shareholder. Peter Eriksson is independent of the company and dependent on a significant shareholder.

Audit firm KPMG Oy Ab was appointed as the company’s auditor.

Authorisation of the Board of Directors to decide on share issues and on granting special rights entitling to shares

The Annual General Meeting authorised the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares that are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned instruments in one or more tranches on the following terms and conditions:

The total number of the Company’s treasury shares and new shares to be issued under the authorisation may not exceed 346,715,227, which corresponds to approximately 50 per cent of all the Company’s shares at the time of convening the Annual General Meeting.

Within the limits of the aforementioned authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the special rights entitling to shares, such as that the payment of the subscription price may take place not only by cash but also by setting off receivables that the subscriber has from the Company.

The Board of Directors shall be entitled to decide on crediting the subscription price either to the Company’s share capital or, entirely or in part, to the invested unrestricted equity fund.

The share issue and the issuance of special rights entitling to shares may also take place in a directed manner in deviation from the pre-emptive rights of shareholders if there is a weighty financial reason for the Company to do so, as set out in the Limited Liability Companies Act. In such a case, the authorisation may be used to finance corporate acquisitions or other investments related to the operations of the Company as well as to maintain and improve the solvency of the Group and to carry out an incentive scheme.

The authorisation is proposed to be effective until the Annual General Meeting held in 2025, yet no further than until 30 June 2025.

Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company’s treasury shares

The Annual General Meeting authorised the Board to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 69,343,000 treasury shares, which corresponds to approximately 10 per cent of the Company’s total shares at the time of convening the Annual General Meeting. The acquisition may take place in one or more tranches. The acquisition price shall not exceed the highest market price of the share in public trading at the time of the acquisition.

In executing the acquisition of treasury shares, the Company may enter into derivative, share lending or other contracts customary in the capital market, within the limits set out in laws and regulations. The authorisation entitles the Board to decide on an acquisition in a manner other than in a proportion to the shares held by the shareholders (directed acquisition).

The Company may acquire the shares to execute corporate acquisitions or other business arrangements related to the Company’s operations, to improve its capital structure, or to otherwise further transfer the shares or cancel them.

The authorisation is proposed to include the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is proposed to be effective until the Annual General Meeting held in 2025, yet no further than until 30 June 2025.

The Annual General Meeting approved the Board’s proposals to change the terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 issued to Turret Oy Ab without modifications.

The Annual General Meeting approved the Board’s proposals to change the terms of the Convertible Bonds 2021/2 and 2021/4 issued to Holdix Oy Ab without modifications.

It was noted that the following measures have been taken in the Company after the end of the fiscal year on December 31, 2023:

● Convertible bonds 2021/3 and 2021/4 were partially converted into capital loans as per Chapter 12 of the Companies Act, as announced on March 22, 2024; and
● the General Meeting has decided, following the board’s proposals, to change the terms of the Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4, and 2022/1, including their maturity extensions until September 30, 2026.

It was noted that these actions have supported and will support the Company’s balance sheet and solvency.

It was resolved to accept the proposition of the Board of Directors of the Company not to implement immediate additional measures to rectify the Company’s financial position, but the Company will actively evaluate other possibilities and means to support the Company’s financial standing.

The stock exchange releases are on the company’s website at https://investor.digitalistgroup.com/investor/releases

CHANGES IN THE GROUP STRUCTURE

Digitalist Open Tech AB sold part of its IT and SaaS business to the newly established Digitalist Open Cloud AB through an internal business transfer agreement 1 April 2024. Digitalist Open Cloud AB is now a subsidiary of Digitalist Open Tech AB, with a 15% minority stake held by the subsidiary management.

Digitalist Group divested its fully-owned subsidiary Open Communications International AB 31 May 2024 to its subsidiary Grow AB, in which it holds a 90% ownership. Sales price was EUR 0.9 million.

In addition, Digitalist Group has closed non-operative companies. Digitalist USA Ltd was formally dissolved in 2024. Grow Finland Oy and Ixonos Estonia have been removed from the trade register in 2024.

EVENTS SINCE THE FINANCIAL PERIOD

There have been no significant events since the end of the financial period.

RELATED-PARTY TRANSACTIONS

Financing arrangements with related parties:

Strengthening Digital Group Plc’s equity, conversion of convertible bonds partly into capital loans

In order to strengthen the Company’s equity, Digital Group decided on 22 March 2024 to utilize the right provided by Turret Oy Ab and Holdix Oy Ab to convert a total of 1,907,175.40+interest 334,513.29 euros of the principal and interest of the convertible bonds 2021/3 and 2021/4 subscribed by Turret and Holdix into a capital loan in accordance with Chapter 12 of the Limited Liability Companies Act.

Amendment of the terms concerning Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4 and 2022/1 issued by Digitalist Group Plc

Convertible Bonds 2021/1, 2021/3 and 2022/1 directed to Turret Oy Ab

The Annual General Meeting of Digitalist Group 25 April 2024 resolved on the amendments to the Terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 issued to Turret.

Digitalist Group Plc and Turret Oy Ab signed agreements April 26 2024 to amend the terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 and the option rights and other special rights pursuant to Chapter 10 section 1(2) of the Limited Liability Companies Act attached to them issued to Turret.

The maturity of the Convertible Bonds was extended to 30 September 2026.

Convertible Bonds 2021/2 and 2021/4 directed to Holdix Oy Ab

The Annual General Meeting of Digitalist Group 25 April 2024 resolved on the amendments to the Terms of the Convertible Bonds 2021/2 and 2021/4 issued to Holdix.

Digitalist Group and Holdix Oy Ab signed agreements April 26 2024 to amend the terms of the Convertible Bonds 2021/2 and 2021/4 and the option rights and other special rights pursuant to Chapter 10 section 1(2) of the Limited Liability Companies Act attached to them issued to Holdix.

The maturity of the Convertible Bonds was extended to 30 September 2026.

Digitalist Group structures its financing

Digitalist Group Plc’s agreed 28.10.2024 with Turret Oy Ab on a loan amounting to EUR 1,000,000 in order to strengthen the Company’s working capital. The Company has the right to withdraw the Loan in instalments by 31 December 2025 at the latest. The Loan was granted on market terms and it will fall due on 31 December 2026.

Strengthening Digitalist Group Plc’s balance sheet position and conversion of convertible bonds 2021/1, 2021/2, 2021/3 and 2021/4 into capital loans

Digitalist Group Plc decided 30.12.2024, in order to strengthen the Company’s balance sheet position, to utilize the right offered by Turret Oy Ab and Holdix Oy Ab to convert a total of 3,860,763.40 + interest 861,271.93 euros of the principal and interest of the convertible bonds 2012/1, 2021/2, 2021/3 and 2021/4 subscribed by Turret and Holdix into a capital loan in accordance with Chapter 12 of the Limited Liability Companies Act.

OTHER EVENTS DURING THE FINANCIAL PERIOD

Digitalist Group decreased its earlier guidance regarding future prospects 17.10.2024. The new guidance was: In 2024, turnover and EBITDA are expected to decrease in comparison with 2023.

Operationally, not including the impact of other operating income (EUR 1.0 million), the current financial year was expected to be stronger than the previous year.

The stock exchange releases for the review period are on the company’s website at https://investor.digitalistgroup.com/investor/releases

RISK MANAGEMENT AND SHORT-TERM UNCERTAINTIES

The objectives of Digitalist Group Plc’s risk management are to ensure the undisrupted continuity and development of the company’s operations, support the achievement of the company’s business objectives and increase the company’s value. For more details about the organisation of risk management, processes and identified risks, see the company’s website at https://investor.digitalistgroup.com/investor

The company has been making a loss despite the efficiency measures it has taken. The company’s loss-making performance directly affects its working capital and the sufficiency of its financing. This risk is managed by maintaining the capacity to use different financing solutions. The company aims to continuously assess and monitor the amount of necessary business financing to ensure that it has sufficient liquid assets to finance its operations and repay maturing loans. Any disruptions in the financial arrangements would weaken Digitalist Group’s financial position.

The company is currently dependent on external financing, most of which has been obtained from related-party companies and financial institutions. Digitalist Group’s ability to finance its operations and reduce the amount of its debt depends on several factors, such as the cash flow from operations and the availability of debt and equity financing, and there is no certainty that such financing will be available in the future. Similarly, there can be no certainty in the long term that Digitalist Group will be able to obtain additional debt or refinance its current debt on acceptable terms, if at all.

During 2024, negotiations regarding the restructuring of maturing convertible bonds held by related parties were concluded, and the maturity date was extended until autumn 2026. The convertible bonds were converted into capital loans in two tranches in accordance with Chapter 12 of the Limited Liability Companies Act in 2024, strengthening the company’s balance sheet.

Any changes to key client accounts could have a substantial impact on Digitalist Group’s operations, earning potential and financial position. If one of Digitalist Group’s largest clients decided to switch to a competing company or drastically altered its operating model, the chances of finding client volumes to replace the shortfall in the near term would be limited.

The Group’s business consists mainly of individual client agreements, which are often relatively short-term. Forecasting the start dates and scopes of new products is occasionally challenging, while the cost structure is largely fixed. The aforementioned aspects can lead to unpredictable fluctuations in turnover and, thereby, in profitability. The Group’s business consists of some fixed-price deliveries (65%). Fixed-price client deliveries carry risks related to timing and content. The company endeavours to manage these risks through contractual and project management measures.

Irrespective of the market situation, there is a shortage of certain experts in the Group’s business sector. Although the aggressive recruitment policies that occasionally arise in the Group’s business sector have decreased significantly, there is still a risk of personnel moving to competitors. There are no guarantees that the company will be able to retain its current personnel and recruit new employees to enable growth. If Digitalist Group loses a significant number of its current personnel, it would be more difficult to complete existing projects and acquire new ones. This could have an adverse impact on Digitalist Group’s business, earnings and financial position.

The cost inflation has decreased significantly but can still exert pressure to raise salaries, so the importance of cost monitoring is emphasised further. Variation in interest rates do not have a significant direct impact on financing costs because most of the company’s debts have fixed interest rates. If the interest rates on the company’s loans from financial institutions rose by 1 per cent, the company’s annual interest costs would rise by approximately EUR 0.1 million.

Part of the Group’s turnover is invoiced in currencies other than the euro – mainly in the Swedish krona. The risk associated with changes in exchange rates can be managed in various ways, including net positioning and currency hedging contracts. In 2024 and 2023, the Group had no hedging contracts.

The Group’s balance sheet contains goodwill that is subject to impairment risk in the event that the Group’s future yield expectations decrease due to internal or external factors. The goodwill is tested for impairment every six months and whenever the need arises.

General economic uncertainty and low growth forecasts in the company’s key markets affected the Group’s business during the financial period, but the future impact is difficult to estimate. Geopolitical uncertainty may affect the business activities of some of the Group’s clients, thereby indirectly affecting the Group’s business. The Group has no business activities in Russia or Ukraine.

LONG-TERM GOALS AND STRATEGY

Digitalist Group aims to achieve a profit margin of at least 10% over the long term. In order to achieve its long-term goals, Digitalist Group strives for profitable, international growth by shaping new forms of thinking, services and technological solutions for a variety of sectors. These sectors include, among others, the technology industry, energy industry, transport and logistics, as well as consumer services in both the public and private sectors. Digitalist Group’s strategy focuses on enhancing its service and solution business and seamlessly integrating user and operational research, branding, design and technology.

PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING

The Board of Directors of Digitalist Group Plc proposes to the Annual General Meeting that the distributable funds be retained in shareholders’ equity and that no dividend be distributed to shareholders for the 2024 financial period. On 31 December 2024, the parent company’s distributable assets were negative.

Digitalist Group Plc’s Annual General Meeting will be held on 29 April 2025.
Digitalist Group’s Financial Statements 2024 will be published and posted on the company’s website on 28 March 2025. Digitalist Group Plc’s Financial Statements will be published in Finnish and English and they are available on the Group’s website https://investor.digitalistgroup.com/investor immediately after publication.

NEXT REVIEW

The Business review for January–March 2025 will be published on Friday 25 April 2025.

DIGITALIST GROUP PLC
Board of Directors

Further information:
Digitalist Group Plc
CEO Magnus Leijonborg, tel. +46 76 315 8422, magnus.leijonborg@digitalistgroup.com
Chairman of the Board Esa Matikainen, tel. +358 40 506 0080, esa.matikainen@digitalistgroup.com

Distribution:
NASDAQ Helsinki

Key media
https://investor.digitalistgroup.com/investor

DIGITALIST GROUP

SUMMARY OF THE FINANCIAL STATEMENTS AND NOTES, 1 JANUARY–31 DECEMBER 2024

CONSOLIDATED INCOME STATEMENT, EUR THOUSAND

	1 Oct – 31 Dec 24	1 Oct – 31 Dec 23	Change (%)	1 Jan – 31 Dec 24	1 Jan – 31 Dec 23	Change (%)
Turnover	4,698.85	4,160.22	12,9 %	16,164.54	16,680.74	-3,1 %
Other operating income	-41.02	280.21	-114,6 %	50.00	1,006.67	-95,0 %

Materials and services	-932.52	-639.82	-45,7 %	-3,102.99	-3,202.01	3,1 %
Expenses from employee benefits	-3,251.70	-3,331.27	2,4 %	-11,874.22	-12,269.02	3,2 %
Depreciation and impairment	-132.28	-218.14	39,4 %	-469.53	-834.41	43,7 %
Other operating expenses	-673.33	-848.57	20,7 %	-2,750.27	-3,077.67	10,6 %
Total expenses	-4,989.83	-5,037.80	1,0 %	-18,197.01	-19,383.11	6,1 %

EBIT	-331.99	-597.37	44,4 %	-1,982.47	-1,695.70	-16,9 %

Financial income	78.27	4.17	1779,2 %	155.41	752.50	-79,3 %
Financial expenses	-695.08	-1,021.72	32,0 %	-3,103.37	-3,026.21	-2,5 %
Total financial income and expenses	-616.81	-1,017.55	39,4 %	-2,947.96	-2,273.71	-29,7 %

Profit before taxes	-948.80	-1,614.92	41,2 %	-4,930.43	-3,969.41	-24,2 %
Income taxes	-50.82	-3.87	-1214,3 %	-87.04	-115.46	24,6 %
PROFIT/LOSS FOR FINANCIAL PERIOD	-999.62	-1,618.78	38,2 %	-5,017.47	-4,084.87	-22,8 %

Distribution:
Parent company shareholders	-875.12	-1,557.64	43,8 %	-4,707.38	-4,042.14	-16,5 %
Non-controlling interests	-124.50	-61.15	-103,6 %	-310.09	-42.73	-625,8 %
Earnings per share:
Undiluted (EUR)	0.00	0.00		-0.01	-0.01
Diluted (EUR)	0.00	0.00		-0.01	-0.01

COMPREHENSIVE INCOME STATEMENT, EUR THOUSAND

	1 Oct – 31 Dec 24	1 Oct – 31 Dec 23	Change (%)	1 Jan – 31 Dec 24	1 Jan – 31 Dec 23	Change (%)
Profit/loss for the financial period	-999.62	-1,618.78	38,2%	-5,017.47	-4,084.87	-22,8%
Other items of comprehensive income
Translation difference	-140.67	663.20	-121,2%	-67.99	229.71	-129,6%
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-1,140.29	-955.58	-19,3%	-5,085.47	-3,855.45	-31,9%
Parent company shareholders	-1,006.68	-869.23	-15,8%	-4,759.00	-3,807.09	-25,0%
Non-controlling interests	-133.61	-86.35	-54,7%	-327.00	-48.06	-580,4%

CONSOLIDATED BALANCE SHEET, EUR THOUSAND

ASSETS	31 December 2024	31 December 2023
NON-CURRENT ASSETS
Intangible assets	313.78	422.06
Goodwill	5,244.98	5,444.44
Tangible assets	569.43	916.99
Buildings and structures, rights-of-use	528.59	867.73
Machinery and equipment	27.55	34.52
Other tangible assets	13.29	14.74
Investments	6.23	6.28
Other non-current financial assets	88.02	24.35
NON-CURRENT ASSETS	6,222.44	6,814.12

CURRENT ASSETS
Trade and other receivables	2,612.34	3,508.10
Income tax asset	320.88	228.46
Cash and cash equivalents	943.53	893.65
CURRENT ASSETS	3,876.75	4,630.21
ASSETS	10,099.19	11,444.12

SHAREHOLDERS’ EQUITY AND LIABILITIES
SHAREHOLDERS’ EQUITY
Parent company shareholders
Share capital	585.39	585.39
Share premium account	218.73	218.73
Invested non-restricted equity fund	73,916.78	73,916.78
Retained earnings	-107,368.76	-103,343.29
Profit/loss for the financial period	-4,707.38	-4,042.14
Non-controlling interests	-311.28	-53.08
Parent company shareholders	-37,355.24	-32,664.53
SHAREHOLDERS’ EQUITY	-37,666.53	-32,717.43
NON-CURRENT LIABILITIES	25,438.08	3,748.88
CURRENT LIABILITIES	22,327.73	40,412.84
SHAREHOLDERS’ EQUITY AND LIABILITIES	10,099.29	11,444.28

CALCULATION OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY, EUR THOUSAND
A:   Share capital
B:   Share premium account
C: Invested unrestricted equity fund
D: Translation difference
E:   Retained earnings
F:   Total shareholders’ equity attributable to the parent company’s
G: Non-controlling interests
H: Total shareholders’ equity

	A	B	C	D	E	F	G	H
Shareholders’ equity 1 Jan 2023	585.39	218.73	73,662.55	-1,197.92	-104,545.23	-31,276.47	503.13	-30,773.34
Other changes
Profit/loss for the financial period					-4,042.14	-4,042.14	-42.73	-4,084.87
Purchase of own shares				235.05		235.05	-5.33	229.72
Other items of comprehensive income						-3,807.09
Paid in capital			253.98			253.98		253.98
Translation difference					176.44	176.44		176.44
Share-based remuneration					0.00	0.00		0.00
Transactions with non-controlling interests							-508.15	1,480.52
Shareholders’ equity 31 December 2023	585.00	219.00	73,916.78	-1,192.36	-106,192.89	-32,664.35	-53.08	-32,717.43

	A	B	C	D	E	F	G	H
Shareholders’ equity 1 Jan 2024	585.00	219.00	73,916.78	-1,192.36	-106,192.89	-32,664.35	-53.08	-32,717.43
Other changes				0.00	0.00
Profit/loss for the financial period					-4,707.38	-4,707.38	-310.09	-5,017.47
Purchase of own shares				-51.33		-51.33	-16.66	-67.99
Other items of comprehensive income						-4,758.71
Translation difference					54.23	54.23		54.23
Share-based remuneration					-14.40	-14.40		-14.40
Sale of subsidiary					13.81	13.81		13.81
Transactions with non-controlling interests					14.18	14.18	68.55	82.73
Shareholders’ equity 31 December 2024	585.00	219.00	73,916.78	-1,243.69	-110,832.45	-37,355.23	-311.29	-37,666.52

CONSOLIDATED CASH FLOW STATEMENT, EUR THOUSAND

	1 Jan – 31 Dec 24	1 Jan – 31 Dec 23	1 Jul – 31 Dec 24	1 Jul – 31 Dec 23
Cash flow from operations
Earnings before taxes in the period	-5,017.47	-4,084.87	-2,461.65	-2,094.96
Adjustments to cash flow from operations:
Other income and expenses with no payment	-235.55	-76.63	-261.44	-174.25
Depreciation, impairment	469.53	834.41	265.81	417.90
Income taxes	87.04	115.46	42.16	31.37
Unrealised foreign exchange gains and losses	-85.26	-255.59	124.47	-296.11
Financial income and expenses	3,057.58	2,273.71	1,655.67	1,704.54
Other adjustments	4.81	-561.90	3.25	-576.30
Cash flow financing before changes in working capital	-1,719.32	-1,755.41	-631.73	-987.82

Change in working capital	1,290.45	-262.04	936.75	-313.93
Interest received	47.37	0.72	10.04	3.07
Interest paid	-883.89	-710.82	-395.39	-333.90
Taxes paid	-133.04	-149.35	-40.34	-46.81
Net cash flow from operations	-1,398.42	-2,876.89	-120.68	-1,679.39

Cash flow from investments
Acquisition of shares in group companies	0.00		0.00
Proceeds from disposal of shares in group companies	0.00		0.00
Investments in tangible and intangible assets	-15.42	-22.33	-6.49	-9.95
Proceeds from repayment of loans	0.00
Interest received on investments	0.00
Taxes paid on investments	0.00
Cash flow from investments	-15.42	2,447.66	-6.49	1,049.09

Net cash flow before financial items	-1,413.84	-429.23	-127.18	-630.30

Cash flow from financing activities
Transactions with non-controlling interests	19.53	136.18	-6.25	-12.17
Drawdown of long-term loans	2,025.00	750.00	1,275.00	750.00
Drawdown of short-term loans	0.00	736.90	-212.58
Repayment of short-term loans	-129.07		-105.31	-1.81
Repayment of lease liabilities	-429.40	-697.51	-184.02	-354.56
Net cash flow from financing	1,486.06	423.76	766.83	441.83

Change in cash and cash equivalents	72.22	-5.46	639.66	-188.47
Liquid assets, beginning of period	893.44	898.55	308.06	1,041.04
Impact of changes in exchange rates	-22.14	0.36	-4.20	40.88
Liquid assets, end of period	943.53	893.44	943.53	893.44

Accounting principles

This release has been prepared in accordance with IAS 34 – Interim Financial Reporting. The interim report release complies with the same accounting principles and calculation methods as the annual financial statements. The updates to the IFRS standards that entered into force on 1 January 2024 do not have a significant impact on the figures presented.

The preparation of a financial statement release in accordance with IFRS requires the management to use certain estimates and assumptions that affect the amounts recognised in assets and liabilities when the balance sheet was prepared, as well as the amounts of income and expenses in the period. In addition, discretion must be used in applying the accounting policies. As the estimates and assumptions are based on outlooks on the balance sheet date, they contain risks and uncertainties. The realised values may deviate from the original assessments and assumptions.

The original release is in Finnish. The English release is a translation of the original.

Going concern

The Group’s result has remained negative, and the financial situation has been challenging at times but the financial statement release has been prepared in accordance with the principle of the business as a going concern. The assumption of continuity is based management assumptions on several factors, including the following:

The cost-saving programs have improved the Group’s profitability in 2023 and 2024. Operating expenses and personnel expenses have decreased by EUR 0.7 million in comparison with the review period and the cost structure is now lighter.
Additional cost-saving programs started in 2024 will have nearly full effect in 2025.
The Group is finding new growth areas and reinforcing its market position in Sweden, which is expected to have a positive impact on sales trends.
Negotiations regarding the arrangements for related party convertible bonds maturing in 2024 were successfully completed in 2024, resulting in the extension of their maturity to the autumn 2026.

EUR 2.0 million of the Group’s financial institution loans are set to begin repayment on April 30, 2025. As of the publication date of the financial statement release, negotiations to extend the loan’s maturity date are still ongoing. However, management is confident that the outcome will be favorable for the company.

At the time of the financial statement release, the company expects its working capital to be sufficient to cover its requirements over the next 12 months based on the financing support provided by the main owner if needed. Negotiations with the main owner to secure financing for the next 12 months are ongoing and are expected to be completed before the publication of the financial statements and based on this the financial statement release has been prepared in accordance with the going concern principle.

Goodwill impairment testing and recognised impairment

Digitalist Group tested its goodwill for impairment on 30 June 2024 and 31 December 2024. The goodwill is allocated to one cash-generating unit. No need to write down goodwill was identified.

The value in use of the tested property exceeded the tested amount by EUR 9.0 million. The tested amount of goodwill in the balance sheet at the end of the review period is EUR 4.9 million.

The company tests its goodwill based on the utility value of the assets. In the testing conducted on 31 December 2024 in conjunction with the financial statements, the cash flow forecasting period was from 2025 to 2029. During the forecast period, average growth in revenue of 15% is expected to be achieved which is supported by the market growth of the group’s industries and the increasingly extensive impact of digitalization in business life. In addition, the rapid development of artificial intelligence (AI) and its integration into service offerings will accelerate growth by offering more efficient and innovative solutions to customers. The efficiency measures and strategic recruitment carried out provide a solid basis for growth. EBITDA is projected to rise to 7% in 2026 and to 12% by the end of the forecasting period, being 9% on average.

The method involves comparing the tested assets with their cash flow over the selected period, taking into account the discount rate and the growth factor of the cash flows after the forecast period. The discount rate is 11.4% (11.4%). The growth factor used to calculate the cash flows after the forecast period is 2.35%.

The average EBITDA margin for the forecast period was used to calculate the value of the terminal period. A significant negative change in individual assumptions used in the calculations can necessitate a goodwill impairment charge. The sensitivity analysis indicates that an impairment charge may be necessary if the average growth in turnover is below 14% in the forecasting period and the fixed cost structure does not change. If the EBITDA falls below 6% in the forecasting period or the WACC surpasses 28%, all else equal, impairment charges may become necessary.

CONSOLIDATED INCOME STATEMENT BY QUARTER, EUR THOUSAND

	Q4/2024	Q3/2024	Q2/2024	Q1/2024	Q4/2023
	1.10.-31.12.24	1.7.-30.9.24	1.4.-30.6.24	1.1.-31.3.24	1.10.-31.12.21
Turnover	4,698.85	3,585.61	4,021.60	3,858.48	4,160.22
Other operating income and expenses	-5,031.05	-3,898.35	-4,749.35	-4,468.49	-4,757.59
EBIT	-331.99	-312.54	-727.84	-610.10	-597.37
Financial income and expenses	-616.81	-1,158.14	-783.20	-389.80	-1,017.55
Profit before taxes	-948.80	-1,470.68	-1,511.03	-999.91	-1,614.92
Income taxes	-50.64	8.66	-1.20	-43.68	-3.87
PROFIT/LOSS FOR COMPARISON PERIOD	-999.62	-1,462.03	-1,512.24	-1,043.59	-1,618.78

CHANGES IN INTANGIBLE AND TANGIBLE ASSETS, EUR THOUSAND

	Goodwill	Intangible assets	Tangible fixed assets	Right-of-use assets	Other investments	Total
Carrying value 1 Jan 2023	4,677.98	109.82	65.08	1,135.06	101.76	6,090.22
Increases		462.69	26.56	416.91	4.70	2,059.07
Decreases
Changes in exchange rates	43.80	6.30	-0.40	-5.85		43.85
Depreciation for the review period		-156.59	-37.63	-640.18		-834.47
Carrying value 31 Dec 2023	5,444.44	422.53	48.47	867.05	6.27	6,789.76


	Goodwill	Intangible assets	Tangible fixed assets	Right-of-use assets	Other investments	Total
Carrying value 1 Jan 2024	5,444.44	422.53	48.47	867.05	6.27	6,789.76
Increases	0.00	0.42	15.97	482.60	0.00	498.99
Decreases	0.00		0.00	-462.23	0.00	-462.23
Changes in exchange rates	-199.68	-22.70	-1.35	-12.90		-236.64
Depreciation for the review period		-85.57	-22.18	-344.61		-452.36
Carrying value 31 Dec 2024	5,244.75	314.67	40.91	529.90	6.27	6,137.51

KEY INDICATORS

	1 Jan – 31 Dec 2024	1 Jan – 31 Dec 2023
Earnings per share (EUR) diluted	-0.01	0.00
Earnings per share (EUR)	-0.01	-0.01
Shareholders’ equity per share (EUR)	-0.05	-0.05
Cash flow from operations per share (EUR) diluted	0.00	0.00
Cash flow from operations per share (EUR)	0.00	0.00
Return on capital employed (%)	-161.86	-27.8
Return on equity (%)	neg.	neg.
Operating profit/turnover (%)	-12.27	-10.2
Gearing as a proportion of shareholders’ equity (%)	-99.00	-106.5
Equity ratio as a proportion of shareholders’ equity (%)	-379.11	-285.9
EBITDA (EUR thousand)	-1,512.94	-861.30

MATURITY OF FINANCIAL LIABILITIES AND INTEREST ON LOANS

31 December 2023	Balance sheet value	Cash flow	Under 1 year	1-5 years	Over 5 years
Loans from financial institutions	2,865.85	3,067.25	340.83	2,726.43
Credit limits	8,525.07	8,525.07	8,525.07
Convertible bonds	5,767.94	6,849.62		0.00
Capital loans	16,865.42	19,265.00		0.00
Other related-party loans	750.00	876.00	0.00
Lease liabilities IFRS 16	973.00	961.00	701.00	260.00
Accounts payable	864.66	864.66	864.66

31 December 2024	Balance sheet value	Cash flow	Under 1 year	1-5 years	Over 5 years
Loans from financial institutions	2,783.19	2,828.47	2,362.78	465.69
Credit limits	8,258.19	8,258.19	8,258.19
Capital loans	23,867.82	29,233.30		29,233.30
Other related-party loans	2,775.00	3,191.33		907.67
Lease liabilities IFRS 16	555.71	562.27	298.30	264.32
Accounts payable	1,124.07	1,124.07	1,124.07	0.00

Credit limits are valid until further notice.

OTHER INFORMATION

	1 Jan – 31 Dec 2024	1 Jan – 31 Dec 2023
NUMBER OF EMPLOYEES, average	123	139
Personnel at the end of the period	122	126

LIABILITIES, EUR THOUSAND
Pledges made for own obligations
Corporate mortgages	13,300.00	13,300.00

Total interest-bearing liabilities
Long-term loans from financial institutions	458.98	2,659.11
Other long-term liabilities	24,902.02	1,007.67
Short-term loans from financial institutions	2,221.92	414.39
Other short-term interest-bearing liabilities	10,657.00	31,665.62
Total	38,239.92	35,746.80

CALCULATION OF KEY FINANCIAL FIGURES

EBITDA = earnings before interest, tax, depreciation and amortisation

Diluted earnings per share = Profit for the financial period / Average number of shares, adjusted for share issues and for the effect of dilution

Earnings per share = Profit for the financial period / Average number of shares adjusted for share issues

Shareholders’ equity per share = Shareholders’ equity / Number of undiluted shares on the balance sheet date

Cash flow from operations per share (EUR) diluted = Net cash flow from operations / Average number of shares, adjusted for share issues and for the effect of dilution

Return on investment (ROI) =
(Profit before taxes + Interest expenses + Other financial expenses) /
(Balance sheet total – non-interest-bearing liabilities (average)) x 100

Return on equity (ROE) = Net income / Total shareholders’ equity (average) x 100

Gearing = interest-bearing liabilities – liquid assets / total shareholders’ equity x 100

Attachment

DIGITALIST GROUP’S FINANCIAL STATEMENT RELEASE, 1 JANUARY–31 DECEMBER 2024

MIL-OSI: 6/2025・Trifork Group AG – 2024 annual report and interim report for the quarter ending 31 December 2024

Source: GlobeNewswire (MIL-OSI)

Trifork Group – 2024 annual report and interim report for the quarter ending 31 December 2024

Company announcement no. 6 / 2025
Schindellegi, Switzerland – 28 February 2025

Trifork Group reports full-year 2024 net profit of EURm 17.9 and EPS growth of 13.3%. Trifork Segment reports Q4 2024 revenue growth of 1.8% and EBITDA margin of 16.1%.

Full-year 2024

Trifork Group
- In 2024, Trifork Group revenue amounted to EURm 205.9, a decline of 0.9% from 2023. Adjusted for the effect of third-party software and hardware sales, revenue grew by 0.4% of which inorganic growth of 3.0% was offset by an organic decline of 2.6%. The organic decline was driven by market headwinds throughout the year in Build and Run.
- Trifork Group EBITDA amounted to EURm 24.7, corresponding to 12.0% EBITDA margin.
- Trifork Group EBIT amounted to EURm 8.2, corresponding to 4.0% EBIT margin.
- Trifork Group net income amounted to EURm 17.9. Realized and unrealized gains in Trifork Labs of EURm 16.2 contributed significantly to net income.
- Basic earnings per share was EUR 0.85 (2023: EUR 0.75). Diluted earnings per share was EUR 0.85 (2023: EUR 0.74).
Trifork Segment
- In 2024, adjusted EBITDA of the Trifork segment amounted to EURm 26.9, a decline of 23.2% from 2023. The adjusted EBITDA margin was 13.1%, down from 16.9% in 2023 mainly due to lower revenue growth and increased investments in business development in the first half of the year.
- Sub-segments
  - Inspire revenue increased by 18.1% to EURm 7.4 and realized an adjusted EBITDA of EURm -2.4 (2023: -2.7).
  - Build revenue declined by 0.2% to EURm 149.3 and realized an adjusted EBITDA margin of 13.4% (2023: 18.8%).
  - Run revenue declined by 4.3% to EURm 49.1 and realized an adjusted EBITDA margin of 24.5% (2023: 24.3%). If adjusted for sales of third-party licenses and hardware, Run grew 1.4%.
Trifork Labs
- In 2024, Trifork Labs recorded EBT of EURm 13.3 driven by realized and unrealized gains from the agreement to partially exit an investment in the company XCI and unrealized gains from updated valuations due to liquidity events driven by external investors or better-than-expected operational and financial performance in some companies. Three smaller investments were fully impaired and other risk-based partial impairments were made.
- At year-end 2024, the total book value of active Labs investments amounted to EURm 83.2 (2023: 69.7).

Fourth quarter 2024

Trifork Group
- In Q4 2024, Trifork Group revenue amounted to EURm 56.0, an increase of 1.8% from Q4 2023. Adjusted for the effect of third-party software and hardware sales, revenue declined by 0.2%.
- Trifork Group EBITDA amounted to EURm 8.3, corresponding to 14.9% EBITDA margin.
- Trifork Group EBIT amounted to EURm 3.7, corresponding to 6.7% EBIT margin.
- Trifork Group net income amounted to EURm 12.7. Realized and unrealized gains in Trifork Labs contributed significantly to net income.
Trifork Segment
- In Q4 2024, adjusted EBITDA in the Trifork Segment amounted to EURm 9.0, a decline of 23.4% from Q4 2023. The adjusted EBITDA margin was 16.1%, down from 21.4% in Q4 2023.
- Sub-segments
  - Inspire revenue increased by 30.1% to EURm 3.7 and realized an adjusted EBITDA of EURm -0.8 (Q4 2023: EURm -0.3).
  - Build revenue increased by 0.2% to EURm 38.8 and realized an adjusted EBITDA margin of 13.2% (Q4 2023: 18.3%).
  - Run revenue increased by 4.3% to EURm 13.7 and realized an adjusted EBITDA margin of 31.0% (Q4 2023: 31.2%).
Trifork Labs
- In Q4 2024, Trifork Labs recorded EBT of EURm 9.3 driven by realized and unrealized gains from an agreement to partially exit an investment in the company XCI and unrealized gains from updated valuations due to liquidity events driven by external investors or better-than-expected operational and financial performance in some companies. Three smaller investments were fully impaired and other risk-based partial impairments were made.

Comment from CEO Jørn Larsen

“2024 was an eventful year for Trifork, marked by an unstable economic environment and the growing negative impact of climate change worldwide. We all need to become more sustainable, and I am proud to observe the impact we have on our customers’ ESG agenda through digital innovation. In 2024, we also had exciting technological breakthroughs, and growing interest and strong operational performance in our portfolio companies in Trifork Labs. Despite the tough customer environment in the private sector and reduced EBITDA, our diluted earnings per share grew 15%, proving the strength of our two-legged business model – profitable operations in the Trifork Segment paired with strategic R&D investments in Trifork Labs. We had to adapt as some large customers scaled back, but won new business and grew our public sector revenue, and we continued to sharpen our go-to-market approach and product offering. Our products and capabilities within AI and spatial computing are in high demand, and these may become significant revenue drivers in the coming years. At the same time, our EURm 10 cost savings program will set us up for stronger margins in 2025.”

Financial guidance for 2025

Revenue is expected to be in the range of EURm 215-225 equal to 4.4-9.3% total growth
Organic revenue growth is expected in the range of 2.9-7.8%
Adjusted EBITDA in Trifork Segment is expected in the range of EURm 32.0-37.0
EBIT in Trifork Group is expected to be in the range of EURm 14.5-19.5.

The guidance does not include potential effects from new acquisitions or divestments.

Mid-term financial targets for 2026

Based on the lower-than-expected performance in 2024 and the continued instability in the economic environment in 2025, the mid-term revenue targets for 2026 are adjusted:

Total revenue CAGR of 10-15% from a baseline in 2024 (prev. 15-25% with a baseline in 2023)
Organic CAGR of 5-10% from a baseline in 2024 (prev. 10-15% with baseline in 2023)

The margin and gearing targets for 2026 are maintained:

16-20% adj. EBITDA margin in Trifork Segment in 2026
10-14% EBIT margin in Trifork Group in 2026
Net interest-bearing debt leverage of up to 1.5x Group adj. EBITDA (may temporarily exceed during the period)

Change to Executive Management

The Group CRO role will transition into a decentralized structure, with four regional CRO positions covering our core markets in Denmark, US, Switzerland, and UK to better reflect our decentralized organization. Some of these positions will be filled internally. As a consequence, Trifork will reduce Executive Management to CEO Jørn Larsen and CFO Kristian Wulf-Andersen. Morten Gram will leave the Group Executive Management.

Main events in 2024

Inspire
Trifork’s Inspire sub-segment, where we arrange technology conferences and online tech content, planned to stabilize performance in 2024 compared to the loss of EURm -2.7 in 2023. Overall, it turned out to difficult and we did not see any major market improvements in willingness to invest in sponsorships to conferences and education of their employees. The result was a growth of 18.1% with an EBITDA improvement of just EURm 0.3 compared to 2023. This was not satisfactory and we have now decided to exit part of our conference activities in 2025 and co-work or potentially co-own minority stakes in some of these with other partners. In total, we had 5,900 attendees to our conferences. Our GOTO tech channels on YouTube and Instagram ended the year with more than 80 million accumulated views – equal to more than 18 million views in 2024. The YouTube channel now has more than 1 million subscribers and we received a gold-reward plate from Google. According to Tech Talk Weekly, GOTO was behind the single most watched tech talk on YouTube in 2024. GOTO had five videos in the top 10, and 22 times in the top 100.

Build
Trifork’s Build sub-segment, where we develop innovative software solutions for customers, saw unchanged revenue compared to 2023. Build accounted for 72.5% of total revenue. Corporates continued to take a cautious approach to IT spending in light of the global economic and geopolitical uncertainty. The continued low activity from private sector customers has been particularly visible in UK, whereas private sector engagements in US displayed comparatively better performance due to successful business development efforts. Overall, new customers accounted for 28% of revenue – similar to 2023. The public sector customer base primarily consists of Danish engagements. Danish public revenue grew 9.4% in 2024. After a soft start to the year with disruptions to existing customer engagements, the Danish Public business gained momentum with several key wins and ramp-up of delivery on existing framework agreements won in previous quarters and years. In January 2024, Trifork increased its stake in Erlang Solutions, a previous acquisition. In May, Trifork acquired Spantree in the US. In June, Trifork acquired Sapere Group in Denmark. All companies primarily deliver Build revenue.
Run
Trifork’s Run sub-segment, where we operate and maintain internally or externally developed products for our customers, grew by 1.4% on hosting, service agreements, and Trifork licenses. Run-based revenue now accounts for 23.8% of total revenue. Growth was lower than expected due to delayed start or ramp-up of new agreements. During 2024, we continued to develop on existing Trifork IP and products but also launched new product offerings like Corax AI and Contain hosting platform products.
Trifork Labs
Trifork Labs, the investment arm of Trifork Group that invests in strategic partnerships and uses venture-financing to grow some of our internally developed products, saw a continued strong momentum in 2024 in its 24 investments. Revenue in the portfolio companies (not consolidated in Trifork Group due to minority ownership stakes) surpassed EURm 100, up from EURm 50 two years ago. Trifork Labs co-founded TSBX and Mirage Insights, and made a new external investment in Rokoko Care. Trifork Labs provided additional funding to Arkyn Studios, Bluespace Ventures, and Dryp. A partial exit was announced in December in XCI where an institutional investor joined the growth journey with a 30% acquisition of existing shares. The sale was done above book value and contributed significantly to Group net income.

Initiation of share buyback program

Today, 28 February 2025, the Board of Directors decided to initiate a share buyback program of up to DKKm 14.92 (EURm 2.0) for the period from 4 March 2025 up to and including no later than 30 June 2025. A separate announcement will be distributed with further details.

Results presentation

Trifork will host a results presentation and Q&A session with CEO Jørn Larsen and CFO Kristian Wulf-Andersen today, 28 February 2025 at 11:00 CET in a live webcast that can be accessed via the following link: https://investor.trifork.com/events/. A recording will be made available on our investor website.

Investor and media contact

Frederik Svanholm, Group Investment Director & Head of Investor Relations
frsv@trifork.com, +41 79 357 7317

About Trifork

Trifork is a pioneering global technology partner, empowering enterprise and public sector customers with innovative solutions. With 1,229 professionals across 73 business units in 16 countries, Trifork delivers expertise in inspiring, building, and running advanced software solutions across diverse sectors, including public administration, healthcare, manufacturing, logistics, energy, financial services, retail, and real estate. Trifork Labs, the Group’s R&D hub, drives innovation by investing in and developing synergistic and high-potential technology companies. Trifork Group AG is a publicly listed company on Nasdaq Copenhagen. Learn more at trifork.com.

Attachments

MIL-OSI Asia-Pac: Pro-birth tax deduction implemented

Source: Hong Kong Information Services

The Government today announced in the Gazette that a tax deduction for assisted reproductive (AR) service expenses came into force today.

The deduction, under salaries tax and personal assessment, is applicable to qualifying AR service expenses paid starting from the 2024/25 year of assessment. All AR services received for medical reasons are considered as qualifying AR services.

Two categories of persons are eligible:

(1) infertile couples or people under specified circumstances, which individuals undergoing sex selection of embryos to avoid sex-linked genetic diseases, and single women continuing to receive a procedure where gametes were, or an embryo was, placed in their body, pursuant to the same procedure taking place when they were party to a marriage; and

(2) patients who may be rendered infertile as a result of chemotherapy, radiotherapy, surgery, or other medical treatment.

The Government elaborated that expenses paid for qualifying AR services by a taxpayer, by a taxpayer’s spouse (who is not living apart from the taxpayer), or by both, are allowable deductions.

The maximum deduction allowable for a year of assessment is $100,000. For married taxpayers, the maximum deduction for both taxpayer and spouse is $100,000 in total.

The Government reminded taxpayers that the Inland Revenue Department may request them to provide the Proof of Qualifying AR Service Expenses in support of any deduction claimed.

Citizens who have paid for qualifying AR service expenses on or after April 1 last year and who intend to claim tax deductions for such expenses may obtain the proof retrospectively from centres holding an artificial insemination by husband licence, a treatment licence or a storage licence.

MIL OSI Asia Pacific News –

February 28, 2025
MIL-OSI USA: February 27th, 2025 Heinrich, Vasquez Urge New Mexico Attorney General to Investigate Health Care Centers in Denying Medical Care to New Mexicans

US Senate News:

Source: United States Senator for New Mexico Martin Heinrich

WASHINGTON — U.S. Senator Martin Heinrich (D-N.M.) and U.S. Representative Gabe Vasquez (D-N.M.) sent a letter urging New Mexico Attorney General Raúl Torrez to open an investigation into Ben Archer Health Centers refusing to provide medical care to individuals without “proof of citizenship.”

Heinrich’s office was alerted by constituents to Ben Archer Health Centers’ new practice of requiring “proof of citizenship” yesterday. His office then verified that Ben Archer was employing this practice at school-based health clinics, for scheduled appointments at standalone clinics, and for same-day appointment requests. In defense of their actions, Ben Archer leadership pointed to President Donald Trump’s Executive Order, “Ending Taxpayer Subsidization of Open Borders,” which was issued on February 19, 2025, but has no bearing on the provision of health care to non-citizens. In fact, New Mexico and federal law both require Ben Archer Health Centers and other similarly funded health centers in the United States to provide health care to all residents of the area the center serves.

In a post published to his social media yesterday morning, Heinrich condemned Ben Archer Health Centers for turning away patients without birth certificates on-hand at their clinics. Heinrich later welcomed news that the policy had been reversed, but has since received reports that the reversal is not being implemented consistently.

“We write to request that you investigate whether Ben Archer Health Centers’ (BAHC) denial of medical care to individuals unable to provide “proof of citizenship,” potentially denying care to U.S. citizens, violated federal or state law and to take appropriate legal action pursuant to those findings. BAHC operates 11 clinics throughout southern New Mexico and is funded by the U.S. Department of Health and Human Services, alongside the State of New Mexico and Doña Ana County. This federal and state support creates not only an ethical, but legal obligation to provide quality primary health care to all New Mexicans, addressing the urgent needs of medically underserved residents in our state. We are concerned that similar actions could undermine medical care across New Mexico if BAHC is not held accountable for their neglect of this principal duty,” the lawmakers wrote in their letter to New Mexico Attorney General Raúl Torrez.

On February 26, the lawmakers received multiple, verified reports of Ben Archer Health Centers denying medical care to New Mexicans who were unable to provide proof of U.S. citizenship. One report was from an insulin-dependent patient with diabetes who was unable to refill their insulin prescription, and another report was from a patient who states they were unable to refill their psychotropic medication at Ben Archer Health Centers’ onsite pharmacy. Another individual sent a photo of a public posting at a school-based clinic in Las Cruces stating, “any ineligible alien who entered the United States illegally or is otherwise unlawfully present in the United States does not qualify for federally funded services at Ben Archer Health Centers.”

Ben Archer Health Centers operate clinics at three of Las Cruces Public Schools’ (LCPS) high schools. After receiving calls from the New Mexico Department of Health and the Primary Care Association of New Mexico, Ben Archer took down the posted notices. However, in visits to Ben Archer Health Centers since the reversal, constituents have experienced inconsistent requirements to access health services.

“A west Texas measles outbreak killed a school-age child just yesterday, and New Mexico’s Department of Health has confirmed nine cases of measles in Lea County. At a moment when access to vaccinations and treatment are paramount, the last thing a family needs when attending an appointment at their local school-based clinic — funded by federal, state, and county dollars — is to be turned away unless they prove citizenship,” the lawmakers stated.

The lawmakers also emphasized that Ben Archer Health Centers appears to be violating both state and federal law.

“BAHC’s unilateral decision to require documentation of citizenship as a prerequisite to providing health care at their clinics is not only unreasonably burdensome for New Mexican families, we believe it also violates the law… Despite their citing of President Donald Trump’s Executive Order, “Ending Taxpayer Subsidization of Open Borders,” as justification for their actions, that executive order has no bearing on health centers’ provision of heath care to non-citizens and does not supersede applicable law,” the lawmakers declared.

“We are aware of constituents who have been directly impacted by BAHC’s actions and can provide additional information upon request. While we believe that the vast majority of these vital health care providers are committed to serving vulnerable New Mexicans, we urge you to investigate these allegations against BAHC, determine the extent to which the practice is continuing, and hold them accountable on behalf of patients across our state,” the lawmakers concluded.

The text of the letter is here and below:

Dear Attorney General Torrez,

We write to request that you investigate whether Ben Archer Health Centers’ (BAHC) denial of medical care to individuals unable to provide “proof of citizenship,” potentially denying care to U.S. citizens, violated federal or state law and to take appropriate legal action pursuant to those findings. BAHC operates 11 clinics throughout southern New Mexico and is funded by the U.S. Department of Health and Human Services, alongside the State of New Mexico and Doña Ana County. This federal and state support creates not only an ethical, but legal obligation to provide quality primary health care to all New Mexicans, addressing the urgent needs of medically underserved residents in our state. We are concerned that similar actions could undermine medical care across New Mexico if BAHC is not held accountable for their neglect of this principal duty.

On February 26, we received multiple, verified reports of BAHC denying medical care to New Mexicans who were unable to provide proof of U.S. citizenship. One report was from an insulin-dependent patient with diabetes who was unable to refill their insulin prescription, and another report was from a patient who states they were unable to refill their psychotropic medication at Ben Archer’s onsite pharmacy. Another individual sent a photo of a public posting at a school-based clinic in Las Cruces stating, “any ineligible alien who entered the United States illegally or is otherwise unlawfully present in the United States does not qualify for federally funded services at Ben Archer Health Centers.” BAHC operates clinics at three of Las Cruces Public Schools’ (LCPS) high schools. After receiving calls from the New Mexico Department of Health and the Primary Care Association of New Mexico, BAHC took down the posted notices. However, a brief phone call between LCPS Superintendent, Ignacio Ruiz, and Ben Archer’s Chief Financial Officer indicates BAHC will continue to demand proof of citizenship prior to rendering health services.

A west Texas measles outbreak killed a school-age child just yesterday, and New Mexico’s Department of Health has confirmed nine cases of measles in Lea County. At a moment when access to vaccinations and treatment are paramount, the last thing a family needs when attending an appointment at their local school-based clinic — funded by federal, state, and county dollars — is to be turned away unless they prove citizenship.

BAHC’s unilateral decision to require documentation of citizenship as a prerequisite to providing health care at their clinics is not only unreasonably burdensome for New Mexican families, we believe it also violates the law. BAHC advertises their status as a Health Center Program grantee under 42 U.S.C. § 254b on the front page. of their website. Pursuant to subsection (a)(1)-(2) of that statute, health centers like BAHC are required to provide services for all residents within the area served by the center. Despite their citing of President Donald Trump’s Executive Order, “Ending Taxpayer Subsidization of Open Borders,” as justification for their actions, that executive order has no bearing on health centers’ provision of heath care to non-citizens and does not supersede applicable law.

Additionally, BAHC’s actions are likely in violation of NM Stat § 24A-1-20 (2024). Section 24A-1(A)-(B) of that statute provides that state or local health benefits, therein defined as “any health benefit for which payments, assistance or health care services are provided to an individual, household or family eligibility unit by…appropriated funds of the state, a county, a local government…,” must be provided to all non-citizens, regardless of immigration status, if they meet the eligibility requirements for those benefits. Again, BAHC’s website clearly states that, in addition to federal funding, they receive funding from New Mexico state agencies, including the Department of Health, the Children, Youth, & Families Department, and the Human Services Department, as well as Doña Ana County.

BAHC’s demands that patients produce proof of U.S. citizenship in order to receive basic health care appear to violate both state and federal law. Their actions also unquestionably run counter to BAHC’s mission statement emphasizing access to health services for underserved populations. Health Centers in New Mexico are currently serving over 331,000 patients, including 17,262 homeless, 18,934 school-based, and 6,596 Veteran patients. Altogether, over 15% of New Mexico’s residents are served by Health Centers with 51% of those residents being under the poverty line. We are aware of constituents who have been directly impacted by BAHC’s actions and can provide additional information upon request. While we believe that the vast majority of these vital health care providers are committed to serving vulnerable New Mexicans, we urge you to investigate these allegations against BAHC, determine the extent to which the practice is continuing, and hold them accountable on behalf of patients across our state.

Sincerely,

MIL OSI USA News –

February 28, 2025
MIL-OSI USA: Hoeven Outlines Efforts to Reverse Biden Regulatory Onslaught, Make U.S. Energy Dominant
US Senate News:
Source: United States Senator for North Dakota John Hoeven
02.26.25

Senator’s CRA Resolution to Block Biden Natural Gas Tax Set for Final Passage in U.S. Senate Tomorrow

WASHINGTON – During remarks delivered on the floor of the U.S. Senate today, Senator John Hoeven outlined efforts to reverse the Biden administration’s regulatory onslaught on U.S. domestic energy production:

In particular, Hoeven highlighted his Congressional Review Act (CRA) resolution to block implementation of Biden’s Natural Gas Tax, which passed as part of Democrats’ reckless tax-and-spend bill that passed in 2022.

The Senate began voting on Hoeven’s resolution today, with final passage expected to occur tomorrow.

Following his remarks, Hoeven voted to uphold the national energy emergency, which was declared by President Trump to unlock additional authorities empowering the development of U.S. energy resources and the infrastructure needed to get energy to market.

The national emergency was upheld by a vote of 52 to 47.

“We’re working with President Trump to unleash America’s full energy potential and truly make our nation energy dominant. Energy security is national security and it is vitally important for our country,” said Hoeven. “We’ve worked diligently in the Senate to swiftly confirm President Trump’s cabinet officials, and we continue to do that. We made it a priority to ensure the president’s department heads are in place as we work to empower the U.S. to produce more energy from all of its abundant and affordable coal, oil, and gas reserves.

“We also continue legislative efforts to get our country back to energy dominance. Soon, the Senate will vote on my resolution to nullify the Democrats’ natural gas tax rule, using the Congressional Review Act… Essentially, this puts a 5 percent or more added tax on natural gas. Now, think about that. Everybody uses natural gas to heat their homes, cook their meals and for many other purposes as well. It’s a tax on every consumer, and it’s regressive, hitting low-income individuals the hardest. This of course also has a disproportionate impact on small oil and gas producers in states like North Dakota, Montana and others.

“Instead of new taxes that will curtail production, we need to support innovation and empower the kind of technology development that has enabled us to reduce emissions while producing more natural gas. That’s the answer, and it’s exactly what President Trump and Republicans have done and will continue to do.

“We’re also working with the Trump administration to replace the Biden administration’s rules that closed off access to vast areas of taxpayer-owned energy resources… This is about taking the handcuffs off our energy producers and empowering them to increase supply and help bring down prices for American families and businesses. There is an energy component in every product and service we consume. When we make energy more plentiful and bring down that price, that helps reduce inflation, grow our economy, create more jobs and opportunities and, in fact, not only provide for our national security but help our allies as well.”
MIL OSI USA News –
February 28, 2025
MIL-OSI USA: Senate Passes Hoeven-Sponsored Resolution to Block Biden Natural Gas Tax, Protect Against Cost Increases
US Senate News:
Source: United States Senator for North Dakota John Hoeven
02.27.25

CRA Resolution Goes to President Trump for Signature

WASHINGTON – Senator John Hoeven (R-N.D.) today secured Senate passage of his Congressional Review Act (CRA) resolution of disapproval to block implementation of President Biden’s Natural Gas Tax, which passed as part of the Democrats’ reckless tax-and-spend bill in 2022. The Senate approved the resolution by a vote of 52 to 47, and with Congressman August Pfluger’s (R-Texas) companion legislation having passed the House yesterday, the resolution now goes to President Trump to be signed into law.

“We depend on natural gas for a wide array of needs, from manufacturing to home heating and cooking, all of which were going to be more expensive as a result of President Biden’s Natural Gas Tax,” said Senator Hoeven. “We’ve now moved our legislation through both chambers, and we look forward to it being signed by President Trump. This is an important milestone in our efforts to roll back the Biden administration’s harmful Green New Deal policies, unleash our domestic energy potential and make our nation truly energy dominant.”

This legislation comes as part of Hoeven’s broader efforts to unlock America’s energy potential and rescind the wide array of costly taxes and regulations imposed under President Biden. Among other priorities, Hoeven is working to:

Improve access to taxpayer-owned energy resources.

Streamline the approval process for energy development and the construction of infrastructure needed to get energy to market.

Reduce the cost of energy production, fight inflation and bring down prices for American consumers.
MIL OSI USA News –
February 28, 2025
MIL-OSI USA: Lee Introduces the Saving Privacy Act for 119th Congress
US Senate News:
Source: United States Senator for Utah Mike Lee

WASHINGTON – Senator Mike Lee (R-UT) introduced the Saving Privacy Act, a bill to end government abuse of Americans’ financial information. For years, federal agencies have been overreaching in their surveillance, collecting vast amounts of personal financial data from law-abiding citizens without just cause. Senator Rick Scott (R-FL) is an original co-sponsor of the bill.

“The federal government has no business surveilling the financial activities of millions of innocent Americans,” said Senator Lee. “The current system erodes the privacy rights of citizens, while doing little to effectively catch true financial criminals. My Saving Privacy Act ensures that Americans’ personal information is protected and that government agencies operate within the bounds of the Constitution.”

“Big government has no place in law-abiding Americans’ personal finances. It is a massive overreach of the government and a gross violation of their privacy,” said Senator Rick Scott. “That is why I am teaming up with Senator Lee so that we can protect Americans’ personal financials for good. Our Saving Privacy Act will allow federal agencies to go after criminals while also protecting innocent Americans’ data. This is commonsense legislation, and I am urging my colleagues to support its immediate passage.”

“For decades, outdated banking regulations have subjected citizens to excessive financial surveillance, compelling institutions to enforce intrusive measures that directly led to the debanking of innocent Americans spending their own money. The Saving Privacy Act offers comprehensive reforms, striking a balance that restores consumer rights, establishes sensible standards for innovators while curbing illicit activities, and reinvigorates the commitment to sound consumer financial privacy. –Yaël Ossowski, Deputy Director at the Consumer Choice Center.

“Senator Lee has been an indefatigable leader in the effort to end the federal government’s mass surveillance of Americans financial lives. A precondition of liberty is the ability to go about your business without the government tracking your every move, and the Saving Privacy Act is an important step in the right direction. The Taxpayers Protection Alliance thanks Senator Lee for his hard work and commitment to preserving liberty and privacy.” –David Williams, Taxpayers Protection Alliance President

“This kind of reform restores the proper balance—as provided by the Fourth Amendment—between Americans’ privacy rights and law enforcement’s ability to gather evidence to enforce laws. It would protect individuals’ financial privacy and improve federal agencies’ abilities to prosecute criminal activity rather than sift through millions of low-value reports. This kind of reform is long overdue.” – Norbert Michel, Jennifer Schulp, and Nicholas Anthony of the Cato Institute

Government surveillance efforts have been largely ineffective, as demonstrated by the dismal success rate of suspicious activity reports (SARs) submitted to the Financial Crimes Enforcement Network (FinCEN). In FY2023, financial institutions submitted 25.4 million SARs and currency transaction reports (CTRs), yet less than 0.3% of these reports resulted in relevant IRS-CI and FBI cases.

In recent years, FinCEN and the FBI surveilled the financial transactions of individuals and solicited banks for information on purchases related to “Trump,” “MAGA,” firearms, and even religious texts. Meanwhile, the Securities and Exchange Commission (SEC) has quietly been constructing a centralized database, the Consolidated Audit Trail (CAT), designed to track every single stock market transaction and the personal information of millions of Americans without any congressional approval.

Senator Lee’s bill, the Saving Privacy Act, seeks to curb these abuses and restore Fourth Amendment protections for all Americans.

Key Provisions of the Saving Privacy Act:
- Repeals the Bank Secrecy Act’s SAR and CTR reporting requirements while maintaining recordkeeping provisions.
- Repeals the Corporate Transparency Act.
- Strengthens Fourth Amendment protections, bolstering warrant requirements in the Right to Financial Privacy Act of 1978.
- Repeals the SEC’s Consolidated Audit Trail (CAT) database.
- Requires congressional approval for any new databases that collect personally identifiable information of U.S. citizens.
- Prohibits the creation of a Central Bank Digital Currency.
- Requires congressional authorization for financial regulations deemed major rules.
- Institutes penalties for federal employees who illegally seek constitutionally protected financial information.
- Establishes a private right of action for Americans and financial institutions harmed by illicit government activity.
For bill text, click HERE.
For a two-pager, click HERE.
MIL OSI USA News –
February 28, 2025

MIL-OSI: CORRECTION – Global Net Lease Reports Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

In a release issued under the same headline earlier today by Global Net Lease, Inc. (NYSE: GNL), please note that in the Full Year 2025 Guidance and Dividend Update section, the third bullet should read “Reduced quarterly dividend…” and not “Reduced annual dividend…” as previously stated. The corrected release is as follows:

– Completed $835 Million in Dispositions in 2024, Surpassing High-End of Increased Guidance

– Reduced Net Debt by $734 million in 2024; Improved Net Debt to Adjusted EBITDA to 7.6x

– Company Meets and Exceeds its Full-Year 2024 Earnings Guidance

– Recently Announced $1.8 Billion Multi-Tenant Portfolio Sale Would Significantly Reduce Leverage and Improve Liquidity Position

– Proposed Transaction Would Create Pure-Play, Single-Tenant Net Lease Company with Enhanced Portfolio Metrics

– Company Initiates Opportunistic $300 Million Share Repurchase Program

NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) — Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, announced today its financial and operating results for the quarter and year ended December 31, 2024.

Fourth Quarter and Full Year 2024 Highlights

Revenue was $199.1 million in fourth quarter 2024 compared to $206.7 million in fourth quarter 2023, primarily as a result of $835 million of dispositions closed throughout the year
Net loss attributable to common stockholders was $17.5 million in fourth quarter 2024, compared to $59.5 million in fourth quarter 2023
Core Funds From Operations (“Core FFO”) was $68.5 million, or $0.30 per share, in fourth quarter 2024, compared to $48.3 million, or $0.21 per share, in fourth quarter 2023
Adjusted Funds From Operations (“AFFO”)¹ was $78.3 million², or $0.34 per share, in fourth quarter 2024, compared to $71.7 million, or $0.31 per share, in fourth quarter 2023; full-year 2024 AFFO was $303.8 million, or $1.32 per share
Closed $835 million of dispositions in 2024 at a cash cap rate of 7.1% with a weighted average lease term of 4.9 years
Reduced net debt by $734 million in 2024, improving Net Debt to Adjusted EBITDA from 8.4x to 7.6x²
Exceeded projected cost synergies, reaching $85.0 million versus the expected $75.0 million, highlighting the Company’s successful integration efforts and ability to drive value through strategic initiatives
Increased portfolio occupancy from 93% as of the end of first quarter 2024 to 97% as of the end of the fourth quarter of 2024
Leased 1.2 million square feet across the portfolio, resulting in nearly $17.0 million of new straight-line rent
Renewal leasing spread of 6.8% with a weighted average lease term of 9.7 years; new leases completed in the quarter had a weighted average lease term of 6.5 years
Weighted average annual rent increase of 1.3% provides organic rental growth, excluding 14.8% of the portfolio with CPI linked leases that have historically experienced significantly higher rental increase
Sector-leading 61% of annualized straight-line rent comes from investment-grade or implied investment-grade tenants³

Multi-Tenant Portfolio Sale

Entered into a binding agreement to sell its multi-tenant portfolio of 100 non-core properties for approximately $1.8 billion
This strategic transaction would accelerate GNL’s disposition initiative and position the Company for sustained growth and value creation as a pure-play, single-tenant net lease company

“We are incredibly proud of our achievements at GNL in 2024 and even more excited about what lies ahead,” stated Michael Weil, CEO of GNL. “The sale of our multi-tenant portfolio would mark a pivotal moment, reinforcing the strong momentum we have built. This transaction would reshape GNL into a pure-play, single-tenant net lease company, eliminating the operational complexities, G&A expenses and capital expenditures tied to multi-tenant retail properties. More importantly, it would accelerate our deleveraging strategy and fortify our balance sheet. This strategic transformation, including the recently announced share repurchase program, underscores our long-term vision, reinforcing our commitment to prudent management, sustainable growth and driving meaningful shareholder value.”

Full Year 2025 Guidance and Dividend Update⁴
The Company is establishing initial 2025 guidance, which is contingent on the sale of our multi-tenant portfolio with respect to AFFO and Net Debt to Adjusted EBITDA.

AFFO per share range of $0.90 to $0.96
Net Debt to Adjusted EBITDA range of 6.5x to 7.1x
Reduced quarterly dividend to $0.190 per share of common stock beginning with the dividend expected to be declared in April 2025 which would generate $78 million in incremental annual cash flow

Summary Fourth Quarter 2024 Results

	Three Months Ended December 31,
(In thousands, except per share data)	2024			2023
Revenue from tenants	$	199,115		$	206,726

Net loss attributable to common stockholders	$	(17,458	)	$	(59,514	)
Net loss per diluted common share	$	(0.08	)	$	(0.26	)

NAREIT defined FFO attributable to common stockholders	$	64,334		$	43,165
NAREIT defined FFO per diluted common share	$	0.28		$	0.19

Core FFO attributable to common stockholders	$	68,538		$	48,331
Core FFO per diluted common share	$	0.30		$	0.21

AFFO attributable to common stockholders	$	78,297		$	71,656
AFFO per diluted common share	$	0.34		$	0.31

Property Portfolio

At December 31, 2024, the Company’s portfolio consisted of 1,121 net leased properties located in ten countries and territories and comprised of 60.7 million rentable square feet. The Company operates in four reportable segments: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office. The real estate portfolio metrics include:

97% leased with a remaining weighted-average lease term of 6.2 years⁵
81% of the portfolio contains contractual rent increases based on annualized straight-line rent
61% of portfolio annualized straight-line rent derived from investment grade and implied investment grade rated tenants
80% U.S. and Canada, 20% Europe (based on annualized straight-line rent)
34% Industrial & Distribution, 28% Multi-Tenant Retail, 21% Single-Tenant Retail and 17% Office (based on an annualized straight-line rent)

Capital Structure and Liquidity Resources⁶

As of December 31, 2024, the Company had liquidity of $492.2 million and $460.0 million of capacity under the Company’s revolving credit facility. The Company had net debt of $4.6 billion⁷, including $2.3 billion of mortgage debt.

As of December 31, 2024, the percentage of debt that is fixed rate (including variable rate debt fixed with swaps) was 91%, compared to approximately 80% as of December 31, 2023. The Company’s total combined debt had a weighted average interest rate of 4.8% resulting in an interest coverage ratio of 2.5 times⁸. Weighted average debt maturity was 3.0 years as of December 31, 2024 as compared to 3.2 years as of December 31, 2023.

Footnotes/Definitions

¹	While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we do. Projected AFFO per share data included in this release is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity. AFFO for the fourth quarter 2024 also contains a number of adjustments for items that the Company believes were non-recurring, one-time items including adjustments for items that were settled in cash such as merger and proxy related expenses.

²	Includes the collection of $4.5 million in past-due funds from Children of America and approximately $3.0 million in termination fees.

³	As used herein, “Investment Grade Rating” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied Investment Grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Ratings information is as of December 31, 2024. Comprised of 31.4% leased to tenants with an actual investment grade rating and 29.1% leased to tenants with an Implied Investment Grade rating based on annualized cash rent as of December 31, 2024.

⁴	We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairment of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses.

⁵	Weighted-average remaining lease term in years is based on square feet as of December 31, 2024.

⁶	During the year ended December 31, 2024, the Company did not sell any shares of Common Stock or Series B Preferred Stock through its Common Stock or Series B Preferred Stock under its “at-the-market” programs.

⁷	Comprised of the principal amount of GNL’s outstanding debt totaling $4.7 billion less cash and cash equivalents totaling $159.7 million, as of December 31, 2024.

⁸	The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net). Management believes that interest coverage ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.

Conference Call

GNL will host a webcast and conference call on February 28, 2025 at 11:00 a.m. ET to discuss its financial and operating results.

To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software.

Dial-in instructions for the conference call and the replay are outlined below.

Conference Call Details

Live Call

Dial-In (Toll Free): 1-877-407-0792
International Dial-In: 1-201-689-8263

Conference Replay

For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the GNL website at www.globalnetlease.com.

Or dial-in below:

Domestic Dial-In (Toll Free): 1-844-512-2921
International Dial-In: 1-412-317-6671
Conference Number: 13746750
*Available from 2:00 p.m. ET on February 28, 2025 through May 28, 2025.

Supplemental Schedules

The Company will file supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov.

About Global Net Lease, Inc.

Global Net Lease, Inc. (NYSE: GNL) is a publicly traded internally managed real estate investment trust that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.

Forward-Looking Statements

The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks that any potential future acquisition or disposition (including the multi-tenant portfolio sale) by the Company is subject to market conditions, capital availability and timing considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Contacts:

Investors and Media:
Email: investorrelations@globalnetlease.com
Phone: (332) 265-2020

Global Net Lease, Inc. Consolidated Balance Sheets (In thousands)

	December 31,
	2024			2023
ASSETS	(Unaudited)
Real estate investments, at cost:
Land	$	1,172,146		$	1,430,607
Buildings, fixtures and improvements		5,293,468			5,842,314
Construction in progress		4,350			23,242
Acquired intangible lease assets		1,057,967			1,359,981
Total real estate investments, at cost		7,527,931			8,656,144
Less: accumulated depreciation and amortization		(1,164,629	)		(1,083,824	)
Total real estate investments, net		6,363,302			7,572,320
Assets held for sale		17,406			3,188
Cash and cash equivalents		159,698			121,566
Restricted cash		64,510			40,833
Derivative assets, at fair value		2,471			10,615
Unbilled straight-line rent		99,501			84,254
Operating lease right-of-use asset		74,270			77,008
Prepaid expenses and other assets		108,562			121,997
Deferred tax assets		4,866			4,808
Goodwill		51,370			46,976
Deferred financing costs, net		9,808			15,412
Total Assets	$	6,955,764		$	8,098,977

LIABILITIES AND EQUITY
Mortgage notes payable, net	$	2,221,706		$	2,517,868
Revolving credit facility		1,390,292			1,744,182
Senior notes, net		906,101			886,045
Acquired intangible lease liabilities, net		76,800			95,810
Derivative liabilities, at fair value		3,719			5,145
Accounts payable and accrued expenses		75,735			99,014
Operating lease liability		48,333			48,369
Prepaid rent		28,734			46,213
Deferred tax liability		5,477			6,009
Dividends payable		11,909			11,173
Total Liabilities		4,768,806			5,459,828
Commitments and contingencies		—			—
Stockholders’ Equity:
7.25% Series A cumulative redeemable preferred stock		68			68
6.875% Series B cumulative redeemable perpetual preferred stock		47			47
7.50% Series D cumulative redeemable perpetual preferred stock		79			79
7.375% Series E cumulative redeemable perpetual preferred stock		46			46
Common stock		3,640			3,639
Additional paid-in capital		4,359,264			4,350,112
Accumulated other comprehensive loss		(25,844	)		(14,096	)
Accumulated deficit		(2,150,342	)		(1,702,143	)
Total Stockholders’ Equity		2,186,958			2,637,752
Non-controlling interest		—			1,397
Total Equity		2,186,958			2,639,149
Total Liabilities and Equity	$	6,955,764		$	8,098,977

Global Net Lease, Inc. Consolidated Statements of Operations (In thousands, except per share data)

	Three Months Ended						Year Ended
	December 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
	(Unaudited)			(Unaudited)			(Unaudited)
Revenue from tenants	$	199,115		$	206,726		$	805,010		$	515,070

Expenses:
Property operating		35,619			37,037			142,497			67,839
Operating fees to related parties		—			(580	)		—			28,283
Impairment charges		20,098			2,978			90,410			68,684
Merger, transaction and other costs		1,792			4,349			6,026			54,492
Settlement costs		—			—			—			29,727
General and administrative		13,763			16,867			57,734			40,187
Equity-based compensation		2,309			1,058			8,931			17,297
Depreciation and amortization		83,020			98,713			349,943			222,271
Total expenses		156,601			160,422			655,541			528,780
Operating income (loss) before gain on dispositions of real estate investments		42,514			46,304			149,469			(13,710	)
Gain (loss) on dispositions of real estate investments		21,326			(988	)		57,015			(1,672	)
Operating income (loss)		63,840			45,316			206,484			(15,382	)
Other income (expense):
Interest expense		(77,234	)		(83,575	)		(326,932	)		(179,411	)
Loss on extinguishment and modification of debt		(2,412	)		(817	)		(15,877	)		(1,221	)
Gain (loss) on derivative instruments		6,853			(4,478	)		4,229			(3,691	)
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		1,917			—			3,249			—
Other income		1,476			435			1,720			2,270
Total other expense, net		(69,400	)		(88,435	)		(333,611	)		(182,053	)
Net loss before income tax		(5,560	)		(43,119	)		(127,127	)		(197,435	)
Income tax expense		(962	)		(5,459	)		(4,445	)		(14,475	)
Net loss		(6,522	)		(48,578	)		(131,572	)		(211,910	)
Preferred stock dividends		(10,936	)		(10,936	)		(43,744	)		(27,438	)
Net loss attributable to common stockholders	$	(17,458	)	$	(59,514	)	$	(175,316	)	$	(239,348	)

Basic and Diluted Loss Per Share:
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.08	)	$	(0.26	)	$	(0.76	)	$	(1.71	)
Weighted Average Shares Outstanding:
Basic and Diluted		230,596			230,320			230,440			142,584

Global Net Lease, Inc. Quarterly Reconciliation of Non-GAAP Measures (Unaudited) (In thousands)

		Three Months Ended												Year Ended
		March 31, 2024			June 30, 2024			September 30, 2024			December 31, 2024			December 31, 2024
Adjusted EBITDA
	Net loss	$	(23,751	)	$	(35,664	)	$	(65,635	)	$	(6,522	)	$	(131,572	)
	Depreciation and amortization		92,000			89,493			85,430			83,020			349,943
	Interest expense		82,753			89,815			77,130			77,234			326,932
	Income tax expense		2,388			(250	)		1,345			962			4,445
	EBITDA		153,390			143,394			98,270			154,694			549,748
	Impairment charges		4,327			27,402			38,583			20,098			90,410
	Equity-based compensation		1,973			2,340			2,309			2,309			8,931
	Merger, transaction and other costs ^[1]		761			1,572			1,901			1,792			6,026
	(Gain) loss on dispositions of real estate investments		(5,867	)		(34,102	)		4,280			(21,326	)		(57,015	)
	(Gain) loss on derivative instruments		(1,588	)		(530	)		4,742			(6,853	)		(4,229	)
	Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		(1,032	)		(300	)		—			(1,917	)		(3,249	)
	Loss on extinguishment and modification of debt		58			13,090			317			2,412			15,877
	Other expense (income)		16			(309	)		49			(1,476	)		(1,720	)
	Expenses attributable to European tax restructuring ^[2]		469			16			—			—			485
	Transition costs related to the Merger and Internalization ^[3]		2,826			995			138			527			4,486
	Adjusted EBITDA		155,333			153,568			150,589			150,260			609,750
	General and administrative		16,177			15,196			12,598			13,763			57,734
	Expenses attributable to European tax restructuring ^[2]		(469	)		(16	)		—			—			(485	)
	Transition costs related to the Merger and Internalization ^[3]		(2,826	)		(995	)		(138	)		(527	)		(4,486	)
	NOI		168,215			167,753			163,049			163,496			662,513
	Amortization related to above- and below-market lease intangibles and right-of-use assets, net		2,225			1,901			1,805			1,572			7,503
	Straight-line rent		(4,562	)		(5,349	)		(5,343	)		(3,896	)		(19,150	)
	Cash NOI	$	165,878		$	164,305		$	159,511		$	161,172		$	650,866

Cash Paid for Interest:
	Interest Expense	$	82,753		$	89,815		$	77,130		$	77,234		$	326,932
	Non-cash portion of interest expense		(2,394	)		(2,580	)		(2,496	)		(2,510	)		(9,980	)
	Amortization of discounts on mortgages and senior notes		(15,338	)		(24,080	)		(14,156	)		(15,017	)		(68,591	)
	Total cash paid for interest	$	65,021		$	63,155		$	60,478		$	59,707		$	248,361

[1]	These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
[2]	Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
[3]	Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.

Global Net Lease, Inc. Quarterly Reconciliation of Non-GAAP Measures (Unaudited) (In thousands, except per share data)

		Three Months Ended												Year Ended
		March 31, 2024			June 30, 2024			September 30, 2024			December 31, 2024			December 31, 2024
Funds from operations (FFO):
	Net loss attributable to common stockholders (in accordance with GAAP)	$	(34,687	)	$	(46,600	)	$	(76,571	)	$	(17,458	)	$	(175,316	)
	Impairment charges		4,327			27,402			38,583			20,098			90,410
	Depreciation and amortization		92,000			89,493			85,430			83,020			349,943
	(Gain) loss on dispositions of real estate investments		(5,867	)		(34,102	)		4,280			(21,326	)		(57,015	)
FFO (defined by NAREIT)			55,773			36,193			51,722			64,334			208,022
	Merger, transaction and other costs^[1]		761			1,572			1,901			1,792			6,026
	Loss on extinguishment and modification of debt		58			13,090			317			2,412			15,877
Core FFO attributable to common stockholders			56,592			50,855			53,940			68,538			229,925
	Non-cash equity-based compensation		1,973			2,340			2,309			2,309			8,931
	Non-cash portion of interest expense		2,394			2,580			2,496			2,510			9,980
	Amortization related to above- and below-market lease intangibles and right-of-use assets, net		2,225			1,901			1,805			1,572			7,503
	Straight-line rent		(4,562	)		(5,349	)		(5,343	)		(3,896	)		(19,150	)
	Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness		(1,032	)		(300	)		—			(1,917	)		(3,249	)
	Eliminate unrealized (gains) losses on foreign currency transactions^[2]		(1,259	)		(230	)		4,360			(6,289	)		(3,418	)
	Amortization of discounts on mortgages and senior notes		15,338			24,080			14,156			15,017			68,591
	Expenses attributable to European tax restructuring^[3]		469			16			—			—			485
	Transition costs related to the Merger and Internalization^[4]		2,826			995			138			527			4,486
	Forfeited disposition deposit^[5]		—			(196	)		(5	)		(74	)		(275	)
Adjusted funds from operations (AFFO) attributable tocommon stockholders		$	74,964		$	76,692		$	73,856		$	78,297		$	303,809
Weighted average common shares outstanding – Basic and Diluted			230,320			230,381			230,463			230,596			230,440
Net loss per share attributable to common shareholders — Basic and Diluted		$	(0.15	)	$	(0.20	)	$	(0.33	)	$	(0.08	)	$	(0.76	)
FFO per diluted common share		$	0.24		$	0.16		$	0.22		$	0.28		$	0.90
Core FFO per diluted common share		$	0.25		$	0.22		$	0.23		$	0.30		$	1.00
AFFO per diluted common share		$	0.33		$	0.33		$	0.32		$	0.34		$	1.32
Dividends declared to common stockholders		$	81,923		$	63,754		$	63,722		$	63,484		$	272,883

[1]	These costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
[2]	For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. For the three months ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended September 30, 2024, the loss on derivative instruments was $4.7 million which consisted of unrealized losses of $4.4 million and realized losses of $0.3 million. For the three months ended December 31, 2024, the gain on derivative instruments was $6.9 million, which consisted of unrealized gains of $6.3 million and realized gains of $0.6 million. For the year ended December 31, 2024, the gain on derivative instruments was $4.2 million, which consisted of unrealized gains of $3.4 million and realized gains of $0.8 million.
[3]	Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
[4]	Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
[5]	Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.

The following table provides operating financial information for the Company’s four reportable segments:

		Three Months Ended December 31,				Year Ended December 31,
(In thousands)		2024		2023 ⁽¹⁾		2024		2023 ⁽¹⁾
Industrial & Distribution:
	Revenue from tenants	$	54,561	$	62,223	$	237,645	$	220,102
	Property operating expense		6,694		5,407		21,820		15,457
	Net operating income	$	47,867	$	56,816	$	215,825	$	204,645

Multi-Tenant Retail:
	Revenue from tenants	$	63,131	$	66,412	$	259,280	$	79,799
	Property operating expense		20,387		22,494		86,025		26,951
	Net operating income	$	42,744	$	43,918	$	173,255	$	52,848

Single-Tenant Retail:
	Revenue from tenants	$	42,648	$	41,288	$	164,514	$	65,478
	Property operating expense		4,012		4,286		15,787		6,045
	Net operating income	$	38,636	$	37,002	$	148,727	$	59,433

Office:
	Revenue from tenants	$	38,775	$	36,803	$	143,571	$	149,691
	Property operating expense		4,526		4,850		18,865		19,386
	Net operating income	$	34,249	$	31,953	$	124,706	$	130,305

(1)	Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the current year presentation based on a re-evaluation of the property type.

Caution on Use of Non-GAAP Measures

Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”) and cash paid for interest should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.

Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs in our peer group.

We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between periods and between other REITs.

As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.

Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations

Funds From Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.

We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT’s definition.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.

Core Funds From Operations

In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early extinguishment or modification of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.

Adjusted Funds From Operations

In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the income and expense effects of other activities or items, including items that were paid in cash that are not a fundamental attribute of our business plan or were one time or non-recurring items. These items include, for example, early extinguishment or modification of debt and other items excluded in Core FFO as well as unrealized gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on foreign currency transactions, and gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. We also include the realized gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect our current operating performance.

In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income and Cash Paid for Interest

We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or modifications) and certain other expenses, including expenses related to our European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income (loss) as calculated in accordance with GAAP as an indicator of our operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.

NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.

Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as net operating income (which is separately defined herein) excluding amortization of above/below market lease intangibles and straight-line rent adjustments that are included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.

Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.

MIL-OSI: Infinera Corporation Fourth Quarter and Fiscal 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

FY’24 Highlights:

Year-over-year growth in bookings and backlog; book-to-bill ratio of approximately 1.1x for FY’24 and 1.3x for Q4’24
Record revenue with webscalers – total revenue exposure (direct and indirect) greater than 50% of FY’24 revenue
Significant design wins across the GX systems portfolio with webscalers and Tier 1 Communications Service Providers (CSPs)
Substantial awards for ICE-X 400G and 800G pluggables from webscalers and Tier 1 CSPs
Launched ICE-D to address the projected multi-billion dollar intra-data center opportunity driven by AI workloads
Secured CHIPS & Science Act funding with the potential for greater than $200 million in total federal incentives, in addition to potential state and local incentives
Announced a definitive agreement to be acquired by Nokia (acquisition anticipated to be completed on or about February 28, 2025)

SAN JOSE, Calif., Feb. 27, 2025 (GLOBE NEWSWIRE) — Infinera Corporation (NASDAQ: INFN) has released financial results for its fourth quarter and fiscal year ended December 28, 2024. This press release is also published on Infinera’s Investor Relations website.

GAAP revenue for the quarter was $414.4 million compared to $354.4 million in the third quarter of 2024 and $453.5 million in the fourth quarter of 2023.

GAAP gross margin for the quarter was 38.0% compared to 39.8% in the third quarter of 2024 and 38.6% in the fourth quarter of 2023. GAAP operating margin for the quarter was 0.0% compared to (3.1)% in the third quarter of 2024 and 2.5% in the fourth quarter of 2023.

GAAP net loss for the quarter was $(26.3) million, or $(0.11) per diluted share, compared to net loss of $(14.3) million, or $(0.06) per diluted share, in the third quarter of 2024, and net income of $12.9 million, or $0.06 per diluted share, in the fourth quarter of 2023.

Non-GAAP gross margin for the quarter was 38.4% compared to 40.4% in the third quarter of 2024 and 39.6% in the fourth quarter of 2023. Non-GAAP operating margin for the quarter was 5.4% compared to 3.5% in the third quarter of 2024 and 7.2% in the fourth quarter of 2023.

Non-GAAP net income for the quarter was $8.2 million, or $0.03 per diluted share, compared to $0.3 million, or $0.00 per diluted share, in the third quarter of 2024, and $28.6 million, or $0.12 per diluted share, in the fourth quarter of 2023.

GAAP revenue for the year was $1,418.4 million compared to $1,614.1 million in 2023. GAAP gross margin for the year was 38.4% compared to 38.6% in 2023. GAAP operating margin for the year was (5.9)% compared to (0.3)% in 2023. GAAP net loss for the year was $(150.3) million, or $(0.64) per diluted share, compared to $(25.2) million, or $(0.11) per diluted share, in 2023.

Non-GAAP gross margin for the year was 39.0% compared to 39.9% in 2023. Non-GAAP operating margin for the year was 0.3% compared to 5.4% in 2023. Non-GAAP net loss for the year was $(43.8) million, or $(0.19) per diluted share, compared to net income of $53.4 million, or $0.23 per diluted share, in 2023.

A further explanation of the use of non-GAAP financial information and a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure can be found at the end of this press release.

Infinera CEO, David Heard, said “We exited 2024 with significant momentum in our business, growing Q4’24 bookings sequentially by more than 50% and by approximately 20% compared to Q4’23. The growth in bookings and substantial increase in backlog in 2024, when combined with our strategic wins, position us well in 2025 and beyond for the next wave of optical spend fueled by relentless bandwidth growth, increased fiber deployments, and AI-driven data-center builds.”

“Looking ahead, I remain excited about our pending merger with Nokia, as we prepare to join forces with a recognized industry leader. With greater scale and deeper resources together, we intend to set the pace of innovation as optics take on an increasingly critical role in the era of AI,” continued Mr. Heard.

Pending Merger with Nokia

On June 27, 2024, Infinera, Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) (NYSE: NOK) and Neptune of America Corporation, a Delaware corporation and wholly owned subsidiary of Nokia (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. On February 18, 2025, Infinera issued a press release announcing that the Merger is anticipated to be completed on or about February 28, 2025, which date remains subject to the satisfaction of remaining closing conditions.

In light of the proposed transaction with Nokia, and as is customary during the pendency of an acquisition, Infinera will not be providing financial guidance during the pendency of the acquisition.

Fourth Quarter 2024 Investor Slides to be Made Available Online

Investor slides reviewing Infinera’s fourth quarter of 2024 financial results will be furnished to the U.S. Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K and published on Infinera’s Investor Relations website at investors.infinera.com.

Contacts:

Media:
Anna Vue
Tel. +1 (916) 595-8157
avue@infinera.com

Investors:
Amitabh Passi, Head of Investor Relations
Tel. +1 (669) 295-1489
apassi@infinera.com

About Infinera

Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on X and LinkedIn, and subscribe for updates.

Infinera and the Infinera logo are registered trademarks of Infinera Corporation.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or the negative of these words or similar terms or expressions that concern Infinera’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the amount Infinera could receive in direct government funding and tax incentives; statements about Infinera’s strategic positioning in 2025 and beyond; and statements related to the Merger, including the timing of completion of the Merger and the future performance and benefits of the combined business.

These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of actual or future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include statements related to the Merger, including whether the Merger may not be completed or completion may be delayed, and if the Merger Agreement is terminated, there may be a required payment of a significant termination fee by either party; the receipt of necessary approvals to complete the Merger; the possibility that due to the Merger, and uncertainty regarding the Merger, Infinera’s customers, suppliers or strategic partners may delay or defer entering into contracts or making other decisions concerning Infinera; the significance and timing of costs related to the Merger; the impact on us of litigation or other stockholder action related to the Merger; the effects on us and our stockholders if the Merger is not completed; demand growth for additional network capacity and the level and timing of customer capital spending and excess inventory held by customers beyond normalized levels; delays in the development, introduction or acceptance of new products or in releasing enhancements to existing products; aggressive business tactics by Infinera’s competitors and new entrants and Infinera’s ability to compete in a highly competitive market; supply chain and logistics issues and their impact on our business, and Infinera’s dependency on sole source, limited source or high-cost suppliers; dependence on a small number of key customers; product performance problems; the complexity of Infinera’s manufacturing process; Infinera’s ability to identify, attract, upskill and retain qualified personnel; challenges with our contract manufacturers and other third-party partners; the effects of customer and supplier consolidation; dependence on third-party service partners; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera’s manufacturing requirements or customer demand; failure to secure the funding contemplated by grants Infinera has or may receive from governments, agencies or research organizations, or failure to comply with the terms of those grants; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; the adverse impact inflation and higher interest rates may have on Infinera by increasing costs beyond what it can recover through price increases; the effects of tariffs; restrictions to our operations resulting from loan or other credit agreements; the impacts of any restructuring plans or other strategic efforts on our business; Infinera’s international sales and operations; the impacts of foreign currency fluctuations; the effective tax rate of Infinera, which may increase or fluctuate; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera’s convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera’s ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera’s control, such as natural disasters, acts of war or terrorism, or other catastrophic events that could harm Infinera’s operations; Infinera’s ability to remediate its disclosed material weaknesses in internal control over financial reporting in a timely and effective manner, and other risks and uncertainties detailed in Infinera’s SEC filings from time to time; and statements of assumptions underlying any of the foregoing. More information on potential factors that may impact Infinera’s business are set forth in Infinera’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 28, 2024, as well as subsequent reports filed with or furnished to the SEC from time to time. These SEC filings are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

Use of Non-GAAP Financial Information

In addition to disclosing financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude in certain cases stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs, warehouse fire recovery, merger-related charges, foreign exchange (gains) losses, net, and income tax effects. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. In addition, the non-GAAP financial measures presented in this press release are the primary indicators management uses as a basis for its planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for gross margin, operating expenses, operating margin, net income (loss) and net income (loss) per common share prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the table titled “GAAP to Non-GAAP Reconciliations” and related footnotes.

Infinera Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three months ended						Twelve months ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Revenue:
Product	$	325,123		$	373,172		$	1,103,131		$	1,304,229
Services		89,264			80,284			315,315			309,899
Total revenue		414,387			453,456			1,418,446			1,614,128
Cost of revenue:
Cost of product		212,250			233,693			706,498			810,845
Cost of services		44,882			42,643			166,792			167,532
Amortization of intangible assets		—			—			—			10,621
Restructuring and other related costs		(56	)		2,218			596			2,218
Total cost of revenue		257,076			278,554			873,886			991,216
Gross profit		157,311			174,902			544,560			622,912
Operating expenses:
Research and development		75,214			79,645			300,437			316,879
Sales and marketing		40,504			42,532			158,861			166,938
General and administrative		31,566			35,112			132,680			124,874
Amortization of intangible assets		2,256			2,256			9,025			12,344
Merger-related charges		7,550			—			23,021			—
Restructuring and other related costs		81			4,096			4,186			6,717
Total operating expenses		157,171			163,641			628,210			627,752
Income (loss) from operations		140			11,261			(83,650	)		(4,840	)
Other income (expense), net:
Interest income		594			982			3,383			2,716
Interest expense		(6,746	)		(8,814	)		(32,302	)		(30,609	)
Other gain (loss), net		(11,547	)		4,739			(20,457	)		15,325
Total other income (expense), net		(17,699	)		(3,093	)		(49,376	)		(12,568	)
Income (loss) before income taxes		(17,559	)		8,168			(133,026	)		(17,408	)
Provision for (benefit from) income taxes		8,784			(4,705	)		17,312			7,805
Net income (loss)	$	(26,343	)	$	12,873		$	(150,338	)	$	(25,213	)
Net income (loss) per common share:
Basic	$	(0.11	)	$	0.06		$	(0.64	)	$	(0.11	)
Diluted	$	(0.11	)	$	0.06		$	(0.64	)	$	(0.11	)
Weighted average shares used in computing net income (loss) per common share:
Basic		236,974			230,509			234,672			226,726
Diluted		236,974			233,090			234,672			226,726

Infinera Corporation
GAAP to Non-GAAP Reconciliations
(In thousands, except percentages)
(Unaudited)

	Three months ended														Twelve months ended
	December 28, 2024					September 28, 2024					December 30, 2023				December 28, 2024					December 30, 2023
Reconciliation of Gross Profit and Gross Margin:
GAAP as reported	$	157,311		38.0	%	$	141,214		39.8	%	$	174,902	38.6	%	$	544,560		38.4	%	$	622,912		38.6	%
Stock-based compensation expense⁽¹⁾		1,867		0.4	%		2,084		0.6	%		2,328	0.5	%		7,621		0.6	%		10,000		0.6	%
Amortization of acquired intangible assets⁽²⁾		—		—	%		—		—	%		—	—	%		—		—	%		10,621		0.7	%
Restructuring and other related costs⁽³⁾		(56	)	(0.0)	%		(24	)	—	%		2,218	0.5	%		596		0.0	%		2,218		0.1	%
Warehouse fire recovery⁽⁴⁾		—		—	%		—		—	%		—	—	%		—		—	%		(1,985	)	(0.1)	%
Non-GAAP as adjusted	$	159,122		38.4	%	$	143,274		40.4	%	$	179,448	39.6	%	$	552,777		39.0	%	$	643,766		39.9	%

Reconciliation of Operating Expenses:
GAAP as reported	$	157,171				$	152,212				$	163,641			$	628,210				$	627,752
Stock-based compensation expense⁽¹⁾		10,333					12,305					10,429				43,300					52,150
Amortization of acquired intangible assets⁽²⁾		2,256					2,257					2,256				9,025					12,344
Restructuring and other related costs⁽³⁾		81					(157	)				4,096				4,186					6,717
Merger-related charges⁽⁵⁾		7,550					6,954					—				23,021					—
Non-GAAP as adjusted	$	136,951				$	130,853				$	146,860			$	548,678				$	556,541

Reconciliation of Income (Loss) from Operations and Operating Margin:
GAAP as reported	$	140		0.0	%	$	(10,998	)	(3.1)	%	$	11,261	2.5	%	$	(83,650	)	(5.9)	%	$	(4,840	)	(0.3)	%
Stock-based compensation expense⁽¹⁾		12,200		3.0	%		14,389		4.1	%		12,757	2.8	%		50,921		3.7	%		62,150		3.8	%
Amortization of acquired intangible assets⁽²⁾		2,256		0.5	%		2,257		0.6	%		2,256	0.5	%		9,025		0.6	%		22,965		1.4	%
Restructuring and other related costs⁽³⁾		25		0.0	%		(181	)	(0.1)	%		6,314	1.4	%		4,782		0.3	%		8,935		0.6	%
Warehouse fire recovery⁽⁴⁾		—		—	%		—		—	%		—	—	%		—		—	%		(1,985	)	(0.1)	%
Merger-related charges⁽⁵⁾		7,550		1.9	%		6,954		2.0	%		—	—	%		23,021		1.6	%		—		—	%
Non-GAAP as adjusted	$	22,171		5.4	%	$	12,421		3.5	%	$	32,588	7.2	%	$	4,099		0.3	%	$	87,225		5.4	%

	Three months ended									Twelve months ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Reconciliation of Net Income (Loss):
GAAP as reported	$	(26,343	)	$	(14,313	)	$	12,873		$	(150,338	)	$	(25,213	)
Stock-based compensation expense⁽¹⁾		12,200			14,389			12,757			50,921			62,150
Amortization of acquired intangible assets⁽²⁾		2,256			2,257			2,256			9,025			22,965
Restructuring and other related costs⁽³⁾		25			(181	)		6,314			4,782			8,935
Warehouse fire recovery⁽⁴⁾		—			—			—			—			(1,985	)
Merger-related charges⁽⁵⁾		7,550			6,954			—			23,021			—
Foreign exchange (gains) losses, net⁽⁶⁾		11,855			(8,039	)		(4,852	)		21,954			(14,755	)
Income tax effects⁽⁷⁾		655			(788	)		(780	)		(3,120	)		1,292
Non-GAAP as adjusted		8,198		$	279		$	28,568		$	(43,755	)	$	53,389

Weighted Average Shares Used in Computing GAAP Net Income (Loss) per Common Share:
Basic		236,974			235,832			230,509			234,672			226,726
Diluted⁽⁸⁾		236,974			235,832			233,090			234,672			226,726

Weighted Average Shares Used in Computing Non-GAAP Net Income (Loss) per Common Share:
Basic		236,974			235,832			230,509			234,672			226,726
Diluted⁽⁹⁾		269,422			240,502			259,210			234,672			255,468

Reconciliation of Adjusted EBITDA ⁽¹⁰⁾:
Non-GAAP net income (loss)	$	8,198		$	279		$	28,568		$	(43,755	)	$	53,389
Add: Interest expense, net		6,152			7,890			7,832			28,919			27,893
Less: Other gain (loss), net		308			446			(113	)		1,497			570
Add: Income tax effects		8,129			4,698			(3,925	)		20,432			6,513
Add: Depreciation		13,333			13,501			17,125			53,308			55,819
Non-GAAP as adjusted	$	35,504		$	25,922		$	49,713		$	57,407		$	143,044

Net Income (Loss) per Common Share: GAAP
Basic	$	(0.11	)	$	(0.06	)	$	0.06		$	(0.64	)	$	(0.11	)
Diluted⁽⁸⁾	$	(0.11	)	$	(0.06	)	$	0.06		$	(0.64	)	$	(0.11	)

Net Income (Loss) per Common Share: Non-GAAP
Basic	$	0.03		$	0.00		$	0.12		$	(0.19	)	$	0.24
Diluted⁽⁹⁾	$	0.03		$	0.00		$	0.12		$	(0.19	)	$	0.23

⁽¹⁾Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation effective January 1, 2006. The following table summarizes the effects of stock-based compensation related to employees and non-employees (in thousands):


	Three months ended						Twelve months ended
	December 28, 2024		September 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Cost of revenue	$	1,867	$	2,084	$	2,328	$	7,621	$	10,000
Research and development		4,547		4,623		4,917		18,779		22,474
Sales and marketing		3,036		3,241		2,328		12,175		13,699
General and administration		2,750		4,441		3,184		12,346		15,977
Total operating expenses		10,333		12,305		10,429		43,300		52,150
Total stock-based compensation expense	$	12,200	$	14,389	$	12,757	$	50,921	$	62,150

⁽²⁾Amortization of acquired intangible assets consists of developed technology and customer relationships acquired in connection with the acquisitions of Coriant and Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.

⁽³⁾Restructuring and other related costs are primarily associated with the reduction of headcount and the reduction of operating costs. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.

⁽⁴⁾Warehouse fire losses were incurred due to inventory destroyed in a warehouse fire in the third quarter of fiscal year 2022. Recoveries are recorded when they are probable of receipt. Management has excluded the impact of this loss and subsequent recoveries in arriving at Infinera’s non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera’s underlying business performance.

⁽⁵⁾Merger-related charges represent costs incurred directly in connection with the pending merger with Nokia. Management has excluded the impact of these charges in arriving at Infinera’s non-GAAP results as they are non-recurring in nature and the exclusion of these charges provides a better indication of Infinera’s underlying business performance.

⁽⁶⁾Foreign exchange (gains) losses, net, have been excluded from Infinera’s non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera’s underlying business performance.

⁽⁷⁾The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of above non-GAAP adjustments. Management believes the exclusion of these tax effects provides a better indication of Infinera’s underlying business performance.

⁽⁸⁾The GAAP diluted shares include potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a GAAP basis in periods when Infinera has net income on a GAAP basis, as its inclusion provides a better indication of Infinera’s underlying business performance.

For purposes of calculating GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands, except per share data):


	Three months ended								Twelve months ended
	December 28, 2024			September 28, 2024			December 30, 2023		December 28, 2024			December 30, 2023
GAAP net income (loss) for basic earnings per share	$	(26,343	)	$	(14,313	)	$	12,873	$	(150,338	)	$	(25,213	)
Interest expense related to the convertible senior notes, net of tax		—			—			104		—			—
GAAP net income (loss) for diluted earnings per share	$	(26,343	)	$	(14,313	)	$	12,977	$	(150,338	)	$	(25,213	)

Weighted average basic common shares outstanding		236,974			235,832			230,509		234,672			226,726
Dilutive effect of restricted and performance share units		—			—			682		—			—
Dilutive effect of 2024 convertible senior notes^(a)		—			—			1,899		—			—
Dilutive effect of 2027 convertible senior notes^(b)		—			—			—		—			—
Dilutive effect of 2028 convertible senior notes^(c)		—			—			—		—			—
Weighted average dilutive common shares outstanding		236,974			235,832			233,090		234,672			226,726

GAAP net income (loss) per common share:
Basic	$	(0.11	)	$	(0.06	)	$	0.06	$	(0.64	)	$	(0.11	)
Diluted	$	(0.11	)	$	(0.06	)	$	0.06	$	(0.64	)	$	(0.11	)

^(a)For the three- months ended December 28, 2024 and September 28, 2024, there were zero and 1.4 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024 and December 30, 2023, there were 1.3 million and 5.8 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

^(b)For each of the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For both the twelve- months ended December 28, 2024, and December 30, 2023, there were 26.1 million shares, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

^(c)For the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For the twelve- months ended December 28, 2024, and December 30, 2023, there were zero and 0.9 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

⁽⁹⁾The non-GAAP diluted shares include the potentially dilutive securities from Infinera’s stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera’s underlying business performance. Refer to the diluted earnings per share reconciliation presented below.

For purposes of calculating non-GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands, except per share data):


	Three months ended						Twelve months ended
	December 28, 2024		September 28, 2024		December 30, 2023		December 28, 2024			December 30, 2023
Non-GAAP net income (loss) for basic earnings per share	$	8,198	$	279	$	28,568	$	(43,755	)	$	53,389
Interest expense related to the convertible senior notes, net of tax		752		—		1,652		—			5,370
Non-GAAP net income (loss) for diluted earnings per share	$	8,950	$	279	$	30,220	$	(43,755	)	$	58,759

Weighted average basic common shares outstanding		236,974		235,832		230,509		234,672			226,726
Dilutive effect of restricted and performance share units		6,328		4,670		682		—			1,674
Dilutive effect of employee stock purchase plan		—		—		—		—			53
Dilutive effect of 2024 convertible senior notes^(a)		—		—		1,899		—			—
Dilutive effect of 2027 convertible senior notes^(b)		26,120		—		26,120		—			26,210
Dilutive effect of 2028 convertible senior notes^(c)		—		—		—		—			895
Weighted average dilutive common shares outstanding		269,422		240,502		259,210		234,672			255,558

Non-GAAP net income (loss) per common share:
Basic	$	0.03	$	0.00	$	0.12	$	(0.19	)	$	0.24
Diluted	$	0.03	$	0.00	$	0.12	$	(0.19	)	$	0.23

^(a)For the three- months ended December 28, 2024, September 28, 2024, there were zero and 1.4 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024, and December 30, 2023, there were 1.3 million and 5.8 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

^(b)For the three- months ended September 28, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the twelve- months ended December 28, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

^(c)For the three- months ended December 28, 2024, September 28, 2024, and December 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For the twelve- months ended December 28, 2024, there were no shares excluded from the calculation of diluted net income (loss) per share.

⁽¹⁰⁾Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera’s adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expense, net, other gain (loss), net, income tax effects and depreciation expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera’s financial performance, as it measures the ability of our business operations to generate cash.

Infinera Corporation
GAAP to Non-GAAP Reconciliations
(In thousands)
(Unaudited)

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities in the period minus the purchase of property and equipment made in the period.

Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes that free cash flow is an important financial measure for use in evaluating Infinera’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net loss as a measure of our performance or net cash provided by (used in) operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.


	Three months ended									Twelve months ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net cash provided by operating activities	$	72,045		$	44,563		$	79,652		$	80,680		$	49,510
Purchase of property and equipment		(28,265	)		(24,090	)		(21,414	)		(75,013	)		(62,314	)
Free cash flow	$	43,780		$	20,473		$	58,238		$	5,667		$	(12,804	)

Infinera Corporation
Consolidated Balance Sheets
(In thousands, except par values)

	December 28, 2024			December 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	145,808		$	172,505
Short-term restricted cash		—			517
Accounts receivable, net		336,552			381,981
Inventory		308,213			431,163
Prepaid expenses and other current assets		155,249			129,218
Total current assets		945,822			1,115,384
Property, plant and equipment, net		249,496			206,997
Operating lease right-of-use assets		36,348			39,973
Intangible assets, net		15,794			24,819
Goodwill		224,233			240,566
Long-term restricted cash		420			837
Other long-term assets		61,645			50,662
Total assets	$	1,533,758		$	1,679,238
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	284,992		$	299,005
Accrued expenses and other current liabilities		143,385			110,758
Accrued compensation and related benefits		49,942			85,203
Short-term debt, net		482			25,512
Accrued warranty		13,243			17,266
Deferred revenue		134,727			136,248
Total current liabilities		626,771			673,992
Long-term debt, net		667,930			658,756
Long-term accrued warranty		12,264			15,934
Long-term deferred revenue		29,290			21,332
Long-term deferred tax liability		3,035			1,805
Long-term operating lease liabilities		41,601			47,464
Other long-term liabilities		36,352			43,364
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value Authorized shares – 25,000 and no shares issued and outstanding		—			—
Common stock, $0.001 par value Authorized shares – 500,000 in 2024 and 500,000 in 2023 Issued and outstanding shares – 237,396 in 2024 and 230,994 in 2023		237			231
Additional paid-in capital		2,024,810			1,976,014
Accumulated other comprehensive loss		(33,388	)		(34,848	)
Accumulated deficit		(1,875,144	)		(1,724,806	)
Total stockholders’ equity		116,515			216,591
Total liabilities and stockholders’ equity	$	1,533,758		$	1,679,238

Infinera Corporation
Consolidated Statements of Cash Flows
(In thousands)

	Twelve months ended
	December 28, 2024			December 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(150,338	)	$	(25,213	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		62,333			78,784
Non-cash restructuring charges and other related costs		40			1,200
Amortization of debt issuance costs and discount		3,680			3,862
Operating lease expense		9,252			7,464
Stock-based compensation expense		50,921			62,150
Other, net		(76	)		(823	)
Changes in assets and liabilities:
Accounts receivable		40,218			38,511
Inventory		121,772			(57,864	)
Prepaid expenses and other current assets		(49,159	)		9,683
Accounts payable		(28,258	)		(2,921	)
Accrued expenses and other current liabilities		11,568			(40,063	)
Deferred revenue		8,727			(25,260	)
Net cash provided by operating activities		80,680			49,510
Cash Flows from Investing Activities:
Purchase of property and equipment		(75,013	)		(62,314	)
Net cash used in investing activities		(75,013	)		(62,314	)
Cash Flows from Financing Activities:
Proceeds from issuance of 2028 Notes		—			98,751
Repayment of 2024 Notes		(18,747	)		(83,446	)
Payment of debt issuance cost		—			(2,108	)
Proceeds from asset-based revolving credit facility		50,000			50,000
Repayment of asset-based revolving credit facility		(50,000	)		(50,000	)
Repayment of mortgage payable		(470	)		(510	)
Principal payments on finance lease obligations		(562	)		(1,023	)
Payment of term license obligation		(10,318	)		(10,417	)
Proceeds from issuance of common stock		6			14,931
Tax withholding paid on behalf of employees for net share settlement		(2,129	)		(2,465	)
Net cash (used in) provided by financing activities		(32,220	)		13,713
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,078	)		(16,253	)
Net change in cash, cash equivalents and restricted cash		(27,631	)		(15,344	)
Cash, cash equivalents and restricted cash at beginning of period		173,859			189,203
Cash, cash equivalents and restricted cash at end of period⁽¹⁾	$	146,228		$	173,859

Infinera Corporation
Consolidated Statements of Cash Flows
(In thousands)

	Twelve months ended
	December 28, 2024		December 30, 2023
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net	$	21,790	$	14,109
Cash paid for interest, net	$	27,359	$	22,394
Supplemental schedule of non-cash investing and financing activities:
Transfer of inventory to fixed assets	$	—	$	1,847
Property and equipment included in accounts payable and accrued liabilities	$	34,385	$	10,104
Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities)	$	14,196	$	23,326

⁽¹⁾ Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets (in thousands):


	December 28, 2024		December 30, 2023

Cash and cash equivalents	$	145,808	$	172,505
Short-term restricted cash		—		517
Long-term restricted cash		420		837
Total cash, cash equivalents and restricted cash	$	146,228	$	173,859

Infinera Corporation
Supplemental Financial Information
(Unaudited)

	Q1’23			Q2’23			Q3’23			Q4’23			Q1’24			Q2’24			Q3’24			Q4’24
GAAP Revenue $(Mil)	$	392.1		$	376.2		$	392.4		$	453.5		$	306.9		$	342.7		$	354.4		$	414.4
GAAP Gross Margin %		37.5	%		38.0	%		40.3	%		38.6	%		36.0	%		39.6	%		39.8	%		38.0	%
Non-GAAP Gross Margin %⁽¹⁾		38.8	%		39.3	%		41.9	%		39.6	%		36.6	%		40.3	%		40.4	%		38.4	%
GAAP Revenue Composition:
Domestic %		60	%		58	%		59	%		67	%		54	%		58	%		60	%		62	%
International %		40	%		42	%		41	%		33	%		46	%		42	%		40	%		38	%
Customers >10% of Revenue		—			1			1			1			—			—			2			2
Cash Related Information:
Cash from Operations $(Mil)	$	(1.8	)	$	1.4		$	(29.7	)	$	79.6		$	24.0		$	(59.9	)	$	44.5		$	72.1
Capital Expenditures $(Mil)	$	16.8		$	10.8		$	13.3		$	21.4		$	8.1		$	14.6		$	24.0		$	28.3
Depreciation & Amortization $(Mil)	$	19.6		$	19.8		$	20.0		$	19.4		$	15.4		$	15.6		$	15.7		$	15.6
DSOs⁽²⁾		78			79			76			77			79			76			74			74
Inventory Metrics:
Raw Materials $(Mil)	$	67.6		$	85.4		$	110.4		$	133.6		$	132.5		$	119.4		$	105.2		$	69.7
Work in Process $(Mil)	$	71.8		$	71.9		$	69.9		$	68.4		$	68.6		$	68.7		$	67.6		$	67.9
Finished Goods $(Mil)	$	273.6		$	270.1		$	276.6		$	229.2		$	219.6		$	196.1		$	183.3		$	170.6
Total Inventory $(Mil)	$	413.0		$	427.4		$	456.9		$	431.2		$	420.7		$	384.2		$	356.1		$	308.2
Inventory Turns⁽³⁾		2.4			2.2			2.1			2.5			1.8			2.0			2.3			3.1
Worldwide Headcount		3,351			3,365			3,369			3,389			3,323			3,334			3,340			3,418
Weighted Average Shares Outstanding (in thousands):
Basic		222,393			225,922			228,077			230,509			231,533			234,349			235,832			236,974
Diluted		265,921			262,712			257,219			259,210			260,980			265,591			267,999			269,422

⁽¹⁾Non-GAAP adjustments include stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.

⁽²⁾Infinera calculates DSO based on 91 days.

⁽³⁾Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.